Platform Terms of Use
Not yet reviewed by a solicitor. These terms apply as written, but are pending professional legal review and will be revisited on incorporation.
These terms govern your access to and use of the Umbwela platform. By creating an account, ticking "I agree", or using the platform, you accept these terms in full. If you do not agree, do not create an account and do not use the platform.
1. Who we are and what these terms cover
The Umbwela platform (the "Platform") is currently operated by David Manning, trading as Umbwela ("Umbwela", "we", "us", or "our"). These terms are a contract between you and us, and govern your use of the Platform. They do not govern the separate agreements you enter into with other users of a project (the Non-Disclosure Agreement, Contributor Agreement, and Project Governance Agreement); those are between you and the other participants, and we are not a party to them.
2. Eligibility and your account
2.1 You must be at least 18 years old and able to enter into a binding contract to use the Platform. Where you use the Platform on behalf of an organisation, you confirm you are authorised to bind it, and "you" means that organisation.
2.2 You are responsible for the information you provide, for keeping your login details secure, and for everything done through your account. You must give accurate information and keep it up to date. Tell us promptly if you believe your account has been misused.
3. The Platform is provided "as is"
3.1 We provide the Platform on an "as is" and "as available" basis. We do not promise that it will be available, uninterrupted, secure, error-free, or fit for any particular purpose, or that any information on it is accurate or complete.
3.2 We may change, suspend, limit, or withdraw the Platform or any part of it, at any time and without notice or liability. We are not obliged to store, back up, or return any data or content.
4. Your responsibilities and acceptable use
4.1 You agree to use the Platform lawfully, honestly, and in good faith, and to help keep it clean and trustworthy. In particular, you must not:
(a) break any law, or infringe anyone else's rights, including intellectual property, privacy, or confidentiality rights;
(b) post or share anything unlawful, fraudulent, misleading, defamatory, obscene, harassing, hateful, or harmful;
(c) misrepresent yourself, your work, your contributions, or your dealings with other users, or attempt to manipulate, falsify, or game the ledger, tokens, approvals, or any part of the Platform;
(d) interfere with, disrupt, probe, or attempt to gain unauthorised access to the Platform or its systems; or introduce any malicious code;
(e) scrape, harvest, copy, reverse-engineer, or extract data or content from the Platform except as we expressly allow; or
(f) use the Platform to harm, defraud, or take unfair advantage of us or any other user.
4.2 You are solely responsible for your content, your conduct, your projects, and your dealings with other users. We may (but need not) monitor, review, or remove content, and may report unlawful activity to the authorities.
5. The Platform is only infrastructure
5.1 The Platform is a tool that lets users record contributions, form projects, and enter into agreements with one another. We are not a party to those projects or agreements, do not employ, endorse, verify, vet, or supervise any user, and take no responsibility for any user, project, contribution, token, decision, or outcome.
5.2 Any dispute between users — including about contributions, tokens, ownership, or a project — is between those users. We are not responsible for resolving it and are not liable for it. Umbwela may itself take part in a project as a partner; where it does, that participation is governed by the project's agreements, not by these terms.
6. Tokens are not money or investments
Tokens on the Platform are a record of contribution to a project. They are not money, currency, shares, securities, or a financial investment, they carry no promise of payment, profit, or return, and they have no monetary value guaranteed by us. We give no assurance about what any token will ever be worth or become. Anything you do in connection with tokens, contributions, or projects is at your own risk.
7. No advice
Nothing on the Platform, and nothing we provide, is legal, financial, tax, investment, or other professional advice. You are responsible for taking your own advice before acting.
8. Intellectual property
8.1 The Platform, and all software, text, design, graphics, trademarks, and other content we provide (other than user content), belong to us or our licensors and are protected by law. We grant you a limited, personal, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose while these terms apply. We reserve all other rights.
8.2 You keep ownership of the content you create, subject to any project agreement you enter into. You grant us a worldwide, royalty-free licence to host, store, copy, display, and use your content only as needed to operate and provide the Platform. If you give us feedback or suggestions, we may use them freely without obligation to you.
9. Third parties
The Platform may link to or rely on third-party sites or services. We do not control them and are not responsible for them, and your use of them is at your own risk and subject to their terms.
10. Disclaimers
To the fullest extent permitted by law, we exclude all warranties, conditions, representations, and terms that would otherwise apply to the Platform, whether express or implied, including any implied terms of satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement. We are not responsible for any loss of, or inability to access, data or content.
11. Limitation of liability
11.1 To the fullest extent permitted by law, we are not liable to you for: any indirect or consequential loss; any loss of profit, revenue, business, opportunity, goodwill, tokens, data, or anticipated savings; or any loss arising from your use of, or inability to use, the Platform, from the conduct of any other user, or from any project, contribution, token, or agreement.
11.2 To the fullest extent permitted by law, our total liability to you for all claims arising out of or in connection with the Platform or these terms, whether in contract, negligence, or otherwise, is limited in aggregate to the greater of (a) the total amounts you paid us, if any, in the twelve months before the event giving rise to the claim, and (b) one hundred pounds (GBP 100).
11.3 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.
12. Your indemnity to us
To the fullest extent permitted by law, you will indemnify and hold us harmless from and against all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Platform, your content, your projects, your dealings with other users, or your breach of these terms or of any law or third-party right.
13. Suspension and termination
13.1 We may suspend, restrict, or terminate your access to the Platform or your account at any time, for any reason or none, with or without notice, at our sole discretion, and we are not liable to you for doing so.
13.2 You may stop using the Platform at any time. On termination, your licence to use the Platform ends. Any terms that by their nature should survive — including clauses 4 to 12 and 14 to 16 — continue to apply. Tokens you have earned in a project, and the ledger record of them, are dealt with under that project's agreements, not these terms.
14. Changes to these terms
We may change these terms at any time. The updated terms take effect when we post them or otherwise make them available, and your continued use of the Platform means you accept them. Where you are a consumer, we will take reasonable steps to notify you of material changes.
15. Privacy
We handle personal data in accordance with our Privacy Policy, which forms part of these terms. By using the Platform you acknowledge that we process personal data as described there.
16. Assignment
We may assign, transfer, novate, or subcontract any of our rights or obligations under these terms, including to any successor entity that takes over operation of the Platform, in any jurisdiction, without your further consent. You may not assign or transfer any of your rights or obligations without our prior written consent.
17. General
17.1 These terms, together with our Privacy Policy, are the entire agreement between you and us about your use of the Platform, and replace any earlier understanding on that subject; but nothing limits liability for fraud.
17.2 A person who is not a party to these terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce them.
17.3 If any provision is held to be invalid or unenforceable, it is modified to the minimum extent necessary or, if that is not possible, severed, and the rest continues in full force. A failure or delay in enforcing any provision is not a waiver of it.
17.4 Nothing in these terms creates any partnership, joint venture, employment, or agency relationship between you and us. We are not liable for any failure or delay caused by events beyond our reasonable control.
17.5 These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that we may bring proceedings to protect the Platform or our rights in any court of competent jurisdiction.
18. Your statutory rights
If you are a consumer, nothing in these terms affects your legal rights that cannot be excluded or limited by agreement, including your rights under the Consumer Rights Act 2015. Where any term of these terms conflicts with such a right, that right prevails to the extent of the conflict.
By ticking "I agree" or creating an account, you confirm that you have read, understood, and agree to be bound by these Platform Terms of Use.
Last updated: 11 August 2026.