Terms & Conditions

Pledge Earth Technologies

Subscriber Terms and Conditions

‍These Subscriber Terms and Conditions (the “Terms”) are the terms and conditions on which Pledge Earth Technologies Limited (registered number 13236799, with VAT number 383 0732 00) of 86-90 Paul Street, Paul Street, London, England, EC2A 4NE (“Pledge / Supplier”) supplies the Pledge services to entities who sign up to use the Pledge services (the “Subscriber”), and their Authorised Users. The Supplier has agreed to provide, and the Subscriber has agreed to take and, if applicable, pay for the Supplier's Pledge services subject to these Terms.

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Terms.

‍1) API Fees: the API usage fees, if applicable, payable by the Subscriber to Pledge for use of APIs through the Services, as set out on the Site or as otherwise notified by Pledge to the Subscriber.

2) APIs: any application programming interface which Pledge makes available to Subscribers to support a Subscriber’s access to the Services in accordance with these Terms.

3) Authorised Users: those employees, agents and independent contractors of the Subscriber who are authorised by the Subscriber to use the Services and the Documentation, as further described in use clause 4.2(d).

4) Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

5) Controller: shall have the meaning as specified in clause 7.2.

6) Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

7) Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.5 or clause 13.6.

8) Dashboard: the Pledge dashboard available through the Supplier’s Site through which Subscriber’s may access account details and view details of the Services.

9) Documentation: any information made available to the Subscriber by Pledge on the Site, or such other web address notified by Pledge to the Subscriber from time to time which sets out a description of the Services and the user instructions for the Services.

10) Encumber: to grant an Encumbrance or allow an Encumbrance to be granted.

11) Encumbrance: any mortgage, charge, pledge, lien, encumbrance, assignment, security interest, title retention, preferential right, trust arrangement, right of set-off or any other security agreement or arrangement in favour of any person by way of security for the payment of a debt or any other monetary obligation.

12) Effective Date: the date that the Subscriber accepts these Terms or signs up to use the Service, whichever is earlier.

13) Fees: any and all fees payable for the Services, as set out on the Site, including, without limitation any applicable Subscription Fees and/or any API Fees.

14) Initial Subscription Term: the subscription term selected by the Subscriber on the Site when signing up to receive the Services.

15) Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

16) Processor: shall have the meaning as specified in clause 7.2.

17) Personal Data: shall have the meaning as specified in clause 7.2.

18) Renewal Period: the period described in clause 16.1.

19) Services: the Pledge services provided by Pledge to the Subscriber under these Terms, further described and defined in the Documentation, including, without limitation access to any APIs which the Subscriber purchases, access to the Dashboard.

20) Site: www.pledge.io, or any other website notified to the Subscriber by Pledge from time to time.

21) Software: the online software applications provided by Pledge as part of the Services.

22) Subscriber Data: the data inputted by the Subscriber, Authorised Users, or Pledge on the Subscriber's behalf for the purpose of using the Services or facilitating the Subscriber's use of the Services.

23) Subscription Fees: the subscription fees, if applicable, payable by the Subscriber to Pledge for the access to the Platform, as set out on the Site or as otherwise notified by Pledge to the Subscriber.

24) Subscription Term: has the meaning given in clause 16.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

25) User Subscriptions: the user subscriptions which the Subscriber signs up for on the Site and, if applicable, purchases pursuant to clause 11.1, which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Terms.

26) Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

27) Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

‍1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

‍1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

‍1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

‍1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

‍1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

‍1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.

‍1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.

‍1.9 A reference to writing or written includes e-mail.

‍1.10 References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.

2. These Terms

‍By signing up to receive the Services via the Site, or otherwise agreeing with Pledge to receive the Services, the Subscriber agrees to be bound by these Terms.

3. Variation to these Terms

‍Pledge may revise these Terms or any additional terms and conditions that are relevant to the Services from time to time to reflect changes in the law or to the Services by updating the version of these Terms on the Site. The Subscriber agrees to review the Terms regularly and that by continuing to use the Services the Subscriber shall be bound by the current version of the Terms on the Site from time to time. The Subscriber agrees that Pledge shall not be liable to the Subscriber or to any third party for any modification of the Terms.

4. User subscriptions

4.1 Subject to the Subscriber signing up for and, if applicable, purchasing the User Subscriptions in accordance with 5.2 and 11.1, the restrictions set out in this clause 4 and the other terms and conditions of these Terms, Pledge hereby grants to the Subscriber a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Subscriber's internal business operations.

4.2 In relation to the Authorised Users, the Subscriber undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has signed up for or purchased from time to time;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

(c) each Authorised User shall keep a secure password for his use of the Services, and such password shall be changed every ninety (90) days and that each Authorised User shall keep his password confidential;

(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Pledge within 5 Business Days of the Supplier's written request at any time or times;

(e) it shall permit Pledge or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Subscriber's data processing facilities to audit compliance with these Terms. Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Subscriber's normal conduct of business;

(f) if any of the audits referred to in clause 4.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Subscriber shall promptly disable such passwords and Pledge shall not issue any new passwords to any such individual; and

(g) if any of the audits referred to in clause 4.2(e) reveal that the Subscriber has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Subscriber shall pay to Pledge an amount equal to such underpayment as calculated in accordance with the prices set out in clause 11 within 10 Business Days of the date of the relevant audit.

4.3 The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that, or use the Services in such a way that:

(a) facilitates illegal activity;

(b) is otherwise illegal or causes damage or injury to any person or property;

(c) violates any third party right;

(d) attempts to impersonate another person or entity;

(e) falsely states, misrepresents, or conceals your affiliation with another person or entity; or

(f) improperly solicits personal or sensitive information from other users.

and Pledge reserves the right, without liability or prejudice to its other rights to the Subscriber, to disable the Subscriber's access to the Services or any material that breaches the provisions of this clause.

4.4 The Subscriber shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms;

(b) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(c) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(d) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(e) use the Services and/or Documentation to provide services to third parties; or

(f) subject to clause 24.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(g) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4; or

(h) introduce or permit the introduction of any Virus or Vulnerability into the Supplier's network and information systems.

4.5 The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

4.6 The rights provided under this clause 4 are granted to the Subscriber only, and shall not be considered granted to any subsidiary or holding company of the Subscriber.

4.7 Pledge shall not be liable for anything done by the Subscriber in breach or contravention of this clause 4.

5. Additional Services

5.1 Subject to clause 5.2, the Subscriber may, from time to time during any Subscription Term, purchase additional Services through the Site for the fees specified on the Site in accordance with the provisions of these Terms.

5.2 Subject to the availability of the additional Services, the Subscriber may purchase additional Services for the relevant fees as notified to the Subscriber either by Pledge or via the Site. The Subscriber shall pay to the Supplier, in accordance with clause 11.2, any such relevant fees.

6. Services & Support

6.1 Pledge shall, during the Subscription Term, provide the Services and make available the Documentation to the Subscriber on and subject to the terms of these Terms.

6.2 Pledge shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for unscheduled maintenance performed outside Normal Business Hours, provided that Pledge has used reasonable endeavours to give the Subscriber at least 6 Normal Business Hours' notice in advance.

6.3 Pledge reserves the right to change or update information and to correct errors, inaccuracies or omissions relating to the Services and/or applicable Fees and charges at any time without prior notice.

6.4 Pledge will, as part of the Services, provide the Subscriber with the Supplier's standard customer support services during Normal Business Hours to help resolve any issues with the Subscriber’s account or use of the Services. Pledge may amend the standard customer support services it provides in its sole and absolute discretion from time to time.

7. Data protection

7.1 The Subscriber shall be responsible for the Subscriber Data and complying with any regulations, laws, or conventions applicable to the Subscriber Data and its use of the Services and the Site. The Subscriber warrants that its collection and use of any personal information or data provided while using the Services and the Site complies with all applicable data protection laws, rules, and regulations.

7.2 For the purposes of this clause, the following definitions shall apply: -

Applicable Laws mean (for so long as and to the extent that they apply to the Supplier) the Data Protection Legislation and any other laws that applies in the UK;

‍Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation;

‍Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

7.3 Pledge and the Subscriber shall comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

7.4 The parties acknowledge that for the purposes of the Data Protection Legislation, the Subscriber is the Controller and Pledge is the Processor.

7.5 Without prejudice to the generality of clause 7.3, the Subscriber will ensure that it has all the necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to Pledge for the duration and purposes of these Terms.

7.6 Without prejudice to the generality of clause 7.3, Pledge shall, in relation to any Personal Data processed in connection with the performance by Pledge of its obligations under these Terms:

(a) process that Personal Data only on the documented written instructions of the Subscriber unless Pledge is required by Applicable Laws to otherwise process that Personal Data. Where Pledge is relying on Applicable Laws as the basis for processing Personal Data, Pledge shall promptly notify the Subscriber of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Pledge from so notifying the Subscriber;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Subscriber, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Subscriber has been obtained and the following conditions are fulfilled: -

(i) the Subscriber or Pledge has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Pledge complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Pledge complies with reasonable instructions notified to it in advance by the Subscriber with respect to the processing of the Personal Data.

(d) assist the Subscriber, at the Subscriber's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Subscriber without undue delay on becoming aware of a Personal Data Breach;

(f) at the written direction of the Subscriber, delete or return Personal Data and copies thereof to the Subscriber on termination of the Services unless required by Applicable Law to store the Personal Data; and

(g) maintain complete and accurate records and information to demonstrate its compliance.

7.7 The Subscriber provides its prior, general authorisation for Pledge to appoint processors to process any Personal Data, provided that the Supplier: -

(a) shall ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on Pledge in this clause 7;

(b) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and

(c) shall inform the Subscriber of any intended changes concerning the addition or replacement of the processors, thereby giving the Subscriber the opportunity to object to such changes provided that if the Subscriber objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Legislation, the Subscriber shall indemnify Pledge for any losses, damages, costs (including legal fees) and expenses suffered by Pledge in accommodating the objection.

8. Third party providers

‍The Subscriber acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Pledge makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Subscriber, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Subscriber and the relevant third party, and not the Supplier. Pledge recommends that the Subscriber refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Pledge does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

9. Supplier's obligations

9.1 Pledge undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

9.2 The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than Pledge or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Subscriber with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Subscriber's sole and exclusive remedy for any breach of the undertaking set out in 9.1.

9.3 The Supplier:

(a) does not warrant that:

(i) the Subscriber's use of the Services will be uninterrupted or error-free;

(ii) that the Services, Documentation and/or the information obtained by the Subscriber through the Services will meet the Subscriber's requirements; or

(iii) the Software or the Services will be free from Vulnerabilities or Viruses.

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Subscriber acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.4 These Terms shall not prevent Pledge from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

9.5 Pledge warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

9.6 Pledge shall follow its archiving procedures for Subscriber Data or such other website address as may be notified to the Subscriber from time to time, as such document may be amended by Pledge in its sole discretion from time to time. In the event of any loss or damage to Subscriber Data, the Subscriber's sole and exclusive remedy against Pledge shall be for Pledge to use reasonable commercial endeavours to restore the lost or damaged Subscriber Data from the latest back-up of such Subscriber Data maintained by Pledge in accordance with the archiving procedure. Pledge shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by Pledge to perform services related to Subscriber Data maintenance and back-up for which it shall remain fully liable).

10. Subscriber's obligations
  • 10.1 The Subscriber shall:

    • (a) provide Pledge with:

      • (i) all necessary co-operation in relation to these Terms; and

      • (ii) all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Subscriber Data, security access information and configuration services;

    • (b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;

    • (c) carry out all other Subscriber responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Subscriber's provision of such assistance as agreed by the parties, Pledge may adjust any agreed timetable or delivery schedule as reasonably necessary;

    • (d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's breach of these Terms;

    • (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;

    • (f) ensure that its network and systems comply with the relevant specifications provided by Pledge from time to time; and

    • (g) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber's network connections or telecommunications links or caused by the internet.

  • 10.2 The Subscriber shall own all right, title and interest in and to all of the Subscriber Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Subscriber Data.