General Terms

Last updated 30 Nov 2022

Definitions & Interpretation

App means the mobile or web application, Frankli that we make available to you, through a mobile application store (such as Apple’s App Store), our Site or otherwise, to interact with our Services.

OpenOrigins means (a) OpenOrigins Ltd, registered in England & Wales with company registration number 12426667 whose registered office is 2nd Floor, 53/54 Grosvenor Street, London, England, W1K 3HU, United Kingdom; and (b) any other company or brand ultimately owned and controlled by OpenOrigins Ltd.

Service means the service you connect to via the Site or Frankli and the content and features we provide to you through it (provided such content and features are owned and operated by OpenOrigins).

Site means all content and features comprising the website hosted at openorigins.com, frankliapp.com, or any other website or App controlled and operated by OpenOrigins (provided such content is owned and operated by OpenOrigins).

Terms means these Terms and Conditions (as may be updated from time to time).

User Generated Content means any form of content (such as images, videos, text, or audio) that you post on the Site (including through the App, Frankli).

we and our means OpenOrigins and Frankli.

you means the user or viewer of the Site (and your and yours shall be construed accordingly).

These Terms apply when you view or use the Site. These Terms, and any such other Terms as may be included in any of them by reference, are legally binding. Please review these Terms carefully. By using the Site or any part of it (including the App), you signify your agreement to these Terms.

For contractual purposes, we consider that these Terms, agreements, notices, disclosures, and other communications that the Site provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

Privacy

Please review our Privacy Policy carefully, which is incorporated into these Terms by reference. We may amend these policies from time to time without prior notice.

Users, Accounts and Restrictions

We offer you the opportunity to create a personalised account on the Site, accessible through a unique email address and password, or a phone number.

We strongly encourage you to set a strong password when setting up your account on the Site, using numbers and symbols to make the password harder to discover. For security purposes, please do not disclose your passwords or allow any third party to use your account. Make sure to keep your Site account and password secure at all times.

If you notice any unauthorised use of your password and/or account, please notify us immediately. We cannot be held responsible for any liabilities, losses, or damages arising out of the unauthorised use of your email address, password and/or account. Transactions on your account and all other activity you undertake on the Site will be attributed to you and it is important that you notify us immediately if you become aware or have reasonable grounds to suspect any unauthorised use of the Site or unauthorised access to any other user account on the Site or any device used to access or use the Site or any other unlawful or unauthorised use of the Site.

We may request personal information from you for KYC (Know Your Customer) purposes. We and our commercial partners may be legally obligated to collect such information to process your payments on the Site and for other purposes. The personal information we collect may include, but is not limited to, your name, date of birth, national identification number, address, email address, phone number, bank account, payment information or IP address. Make sure that any such information you provide us with is accurate, truthful and not misleading. This will prevent us from having to suspend your account or otherwise delay your interactions with the Site. Please ensure that you update such information in your account as soon as possible or, if you would be unable to do so, notify us in writing of any updates in such information as soon as possible. We may also contact you from time to time to update the information periodically. We ask that you comply with such requests within the time frame requested or, if none is provided, within 14 calendar days at the latest. Not doing so may mean we have to suspend your account or take other measures which will prevent you from interacting with the Site or delay your transactions.

If you do not meet these obligations (for example, but not limited to, failure to provide us with this information when requested or providing us with information that is inaccurate, not truthful or misleading), we may decide or may be required by law to suspend or terminate your account on the Site immediately and without further notice. We may be required or may decide to permanently block you from using the Site in case of serious non-compliance or where the law requires us to do so. We really don’t like doing this, but may be required to do so by law or for other reasons, so please make sure you provide us with information we request from you within the given time frame. We reserve the right to determine in our sole discretion whether we believe you comply and continue to comply with these obligations but we will use our discretion in a reasonable way.

By agreeing to these Terms, you confirm that:

You are signing up for the Site for your own personal use;
The information you provide to us to create your account (such as full name, email address or payment details) and use the Site is accurate and will remain accurate at all times;
You are at least 18 years of age;
You have the full right, legal capacity, power, and authority to agree to these Terms;
You are not prohibited from signing up and using the Site under any applicable laws which you are subject to and you will comply and will continue to comply with all applicable laws which you are subject to (applicable laws is to be construed broadly, including but not limited to laws, regulations, court orders or relevant regulatory guidance);
You have read, understood and agreed to our data protection policy and our cookie policy;
You are not subject to any financial sanctions, embargoes or other restrictive measures imposed by the United Nations, by any governmental authority in the UK, EU, US or Switzerland, or any governmental authority in any jurisdiction in which the Site is available;

We rely on your confirmation that the you meet the above-mentioned conditions. If we have reasonable believe that you did not or do not meet these conditions, we may suspend your account while we investigate the matter further and until we know that you meet these conditions. If you do not meet these conditions or cease to meet them, we may be obliged by law, or decide, to terminate your account and take other measures.

Please contact us if you learn that a minor for whom you are responsible has provided us with personal information without your consent or if a person without the required legal capacity has done so. You can contact us in writing at the registered address mentioned above or by email at legal@openorigins.com.

Prohibited Use

We’re happy for you to use the Site, but there are certain restrictions on how you can use it. These may be imposed by law or we may impose them for various reason, for example to make sure none of our users are harassed. You cannot:

Use or attempt to use the Site or the account on the Site in a way that is unlawful or for unlawful purposes under the laws of England & Wales or in the jurisdiction where you are located, domiciled or resident. ‘Unlawful’ includes, but is not limited to, activity that violates international, national, regional, state or local laws, regulations, guidance, guidelines, court cases and other judicial orders and decisions;
Use or attempt to use the Site or the account on the Site in a way that is unethical or is or can be harmful to other users on the Site, or in a way that negatively affects, or can negatively affect, the reputation of OpenOrigins and Frankli, its commercial partners, other users or any other third party.;
Use or attempt to use the Site in a way that we believe to be a misuse or abuse of the Site or an account on the Site;
Use the Site in any manner that would lead to infringement of our intellectual property rights, or the intellectual property rights of any other person, including any copyright, patent or trademark that we own or that is owned by a third party;
Use or attempt to use the Site in a way that could impose unreasonable burdens on the Site or could otherwise materially and negatively affect the Site, impair the proper functioning of the Site or the ability of OpenOrigins and Frankli to operate the Site or serve other users of the Site or other commercial partners associated with the Site;
Upload content that contains or is infected with viruses, malicious codes, Trojan horses or content that is illegal or contains any other harmful or deleterious program; or use or attempt to manipulate or alter the software deployed on the Site, install unauthorised software on the Site, in user accounts, on user devices or otherwise on any device linked to the Site.
Reverse-engineer, decompile or otherwise attempt to derive any part of the Site that is not open source; to the extent our code is provided on an open source basis, you cannot use the open source code in a manner contrary to the open source license under which it is provided;
Assist or attempt to assist any third party that engages or attempts to engage in any prohibited use of the Site and associated user accounts.

Avoiding harm

We’re happy that you decided to use our Site. However, we don’t want the use of our Site to cause harm. When you use our Site, you agree that you will not do anything which would cause harm to the rights or interests of OpenOrigins and Frankli or another person. Examples of things that would cause harm include:

using the Site for any unlawful purpose or for the promotion of illegal activities
providing false or inaccurate information when asked to update your account information or otherwise in the course of your use of the Site
interfering or attempt to interfere with the proper functioning of the Site
take any action that might impose an unreasonable or disproportionately large load on our servers or network infrastructure
failing to take care of your own system security, such that you create a risk that the Site may be affected by viruses or other malicious code

We acknowledge that our Site serves the important purpose of sharing authentic content, to track the authenticity of the content and/or identify any alterations made to the original. Some of our users may find some of this content offensive or otherwise objectionable. We do not believe our role is to take down content merely because users may find it objectionable. We view our role as one of allowing users to identify authentic content, even where that content may be objectionable or offensive. However, we may be required by law to take down content and/or suspend your account or take other measures.

User Generated Content

You can create an account on the Site and you may create a user profile for your account, for which you may add certain information, such as a profile picture or user name or any other information that the Site allows you to display. You need to ensure that such information is non-confidential and that it does not violate intellectual property rights of any other person and that it is not in any way unlawful.

You are responsible for the user generated content that you post, upload, link to or otherwise make available via the Site. We do not allow users to submit content that is malicious or false, copyrighted or subject to third party proprietary rights. As mentioned above, we may be required by law to take down such content and/or take other actions, such as suspending your account or notifying relevant authorities.

We may use the user generated content on the Site, for example to showcase our Site in brochures or commercial pitches. If you upload content to the Site or otherwise make content available on the Site, you grant us and any of our commercial partners, affiliates, licensees and successors the right to use, reproduce, perform, display, publish, broadcast or otherwise disclose to third parties that material, within reasonable limits, for example to take a screenshot of our Site for promotional purposes. Please make sure that you own and control all rights in and to your user generated content and have the right to grant such licenses to us, our commercial partners, affiliates, licensees and successors.

Any liability, loss or damage that occurs as a result of the use of any user generated content that you make available or access through your use of the Site remains your responsibility.

We are not responsible for any public display or misuse of your user generated content. If you become aware that any user generated content posted on the Site violates your rights, please contact legal@openorigins.com using the subject heading ‘User Generated Content Takedown Request’. For more information regarding your rights as an intellectual property owner, see ‘Intellectual Property’, below.

Content disclaimer

OpenOrigins and Frankli does not guarantee the completeness, or usefulness of any information on the Site. The Site does not adopt or endorse, nor is the Site responsible for, the accuracy or reliability of any opinion, advice, or statement made available on the Site. The Site takes no responsibility and assumes no liability for any user generated content. OpenOrigins or Frankli will not be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Site, or transmitted to users.

Opinions, advice, statements, offers, or other information made available through the Site, but not directly by the Site, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.

You may be exposed to user generated content that is inaccurate or objectionable. Where required by law to do so, we will take down content.

Third party sites, software and applications

As part of the Site, we may provide you with convenient links to third party website(s) (Third Party Sites) as well as content or items belonging to or originating from third parties (the Third Party Apps, Software or Content).

The Site has no control over Third Party Sites and Third Party Apps, Software or Content or the promotions, materials, information, goods or Sites available on these Third Party Sites or Third Party Apps, Software or Content. Such Third Party Sites and Third Party Apps, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by the Site, and the Site is not responsible for any Third Party Sites accessed through the Site or any Third Party Apps, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Apps, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Apps, Software or Content does not imply approval or endorsement thereof by the Site.

If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Apps, Software or Content, please be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

If you download the App through Third Party Sites and Third Party Apps (for example by downloading the App through Apple’s App Store), you will be subject to the terms and conditions of that Third Party Site or Third Party App and any other rules and policies that such Third Party Site or Third Party App may impose.

Intellectual Property

OpenOrigins and Frankli respects the intellectual property rights of others and requires you to do the same. The Site may terminate access for participants or users who are found to provide or post protected third party content without necessary rights and permissions.

If you are an owner (or a legally authorised agent of an owner) of intellectual property and believe, in good faith, that any materials provided on the Site infringe upon your rights, you may submit a notification by sending the following information in writing to the Site’s designated copyright agent at legal@openorigins.com, including the following information:

the date on which you became aware of the potential infringement
a physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed
a description of the right claimed to have been infringed, or, if multiple rights at a single online site are covered by a single notification, a representative list of such works at that site
a description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work
information reasonably sufficient to permit us to contact you, such as an address, telephone number, and/or email address
a statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law
a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorised to act on behalf of the owner of an exclusive right that is allegedly infringed

We may request further information from you to verify the accuracy of your claim. We may also contact third parties whom we reasonably believe could assist us with handling your claim, including but not limited to the alleged infringer or public bodies processing or registering intellectual property claims.

If you believe that your user generated content that has been removed from the Site is not infringing, or that you have the authorisation from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Generated Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

your physical or electronic signature
a description of the content that has been removed and the location at which the content appeared before it was removed
a statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content
your name, address, telephone number, and email address
a statement that you consent to the jurisdiction of England & Wales and a statement that you will accept service of process from the person who provided notification of the alleged infringement

If a counter-notice is received by the Site copyright agent, the Site may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in the Site’s discretion) be reinstated on the Site.

You cannot use any of our logos, business names, promotional slogans, trademarks or marketing materials, in whole or in part, without our prior and express written permission. Unless otherwise expressly indicated, we retain ownership over all content on the Site.

License

By posting any user generated content via the Site, you expressly grant, and you represent and warrant that you have a right to grant, to the Site a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, distribute, publicly perform, publicly display or otherwise reasonably use such user generated content for use in connection with the Site, for example for marketing purposes or to comply with a legally binding obligation.

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Site may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under this Agreement.

Warranty disclaimer

The Site is provided “as is” without warranty of any kind. Without limiting the foregoing, the Site expressly disclaims all warranties, whether express, implied or statutory, regarding the Site including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. While we’ll do our best to ensure smooth functioning of the Site, we cannot guarantee that access to or operation of the Site will be uninterrupted or error free. We will not be liable for any risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Site. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.

The Site, OpenOrigins , Frankli or its affiliates (and their respective directors, officers and employees) or OpenOrigins and Frankli’s licensors or partners shall not be liable to you for any loss of profits, use, or data or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (a) the use, disclosure, or display of user generated content; (b) your use or inability to use the Site; (c) the Site generally or the software or systems that make the Site available; or (d) any other interactions with the Site or any other user of the Site, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.

If you have a dispute with one or more users when using the Site, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Suspension or termination of your user account

As mentioned above, we may legally be required to take action with regard to your account, the content posted by you on the Site or your actions on or relating to the Site. We may be required to take measures such as suspension or termination of your account or permanent removal from the Site. You may be subject to civil and/or criminal litigation for your actions and behaviour on or related to the Site.

If we suspend or terminate your account, or if your account has not been used for more than two years, we will give you reasonable notice where appropriate and instructions on how to redeem any outstanding funds or assets that you hold on the Site and can be retrieved by you. If you do not take the necessary action within the given deadline (which shall be no less than fourteen calendar days or any longer period required by applicable laws), we reserve the right to decide what to do with the funds or assets. For example, we may decide to sell the unclaimed assets on the Site. We will comply with all applicable laws on abandoned property where relevant. This is one more reason why you need to ensure that your contact details that you provide to us are at all times up to date, complete and accurate. We cannot be held responsible for any losses, damages or claims you may incur if you do not receive our notices. There will be a non-rebuttable presumption, to the greatest extent permitted by law, that any electronic notice we send to the most recent email address you provide us with will have been received by you one business day after we sent it.

Indemnity

You will indemnify us, to the fullest extent permitted by law, for any and all loss we incur linked to your activity on or in relation to the Site. For example, if your activity on the Site leads to reputational damage to us or any other party (as determined by us in our sole discretion), you will indemnify us for any such loss and any damages or claims to the fullest extent permitted by law.

Changes

We can amend these Terms at any time with or without prior notice. It is your sole responsibility to check the Site from time to time to view any such changes in the Terms. If you continue to use the Site, you signify your agreement to these Terms (as amended) each time you access the Site.

We will notify you of material chances to the terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration or the latest email address you provided us with, should this be different from the email address provided when you initially registered for the Site. For this additional reason, it’s important you keep your contact and profile information up to date. Any changes to these Terms (other than as set forth in this paragraph) or waiver of the Site’s rights require a written agreement bearing the physical signature of an officer of the Site. No purported waiver or modification of this Agreement by the Site via telephonic or email communications shall be valid.

Severability, survival, entire agreement

If any part of these Terms is held invalid or unenforceable, that portion of the Terms will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of OpenOrigins and Frankli to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision.

Our rights under these Terms will survive any termination of these Terms or the agreement they constitute between you and us. You agree that any cause of action related to or arising out of your relationship with the Site must commence within one (1) year after the cause of action accrues. or be permanently barred. The Site may assign or delegate these Terms, the data protection policy and any other relevant OpenOrigins and Frankli policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms or data protection policy without our prior written consent, and any unauthorised assignment and delegation is void.

You acknowledge that you have read these Terms, understand these Terms, and are bound by these Terms. You further acknowledge that these Terms (together with the privacy policy) represent the complete and exclusive statement of the agreement between us and that it supersedes any proposal or prior agreement oral or written, and any other communications between us relating to the Site.

Governing law and jurisdiction

These Terms, and your relationship with the Site, OpenOrigins and Frankli under the Terms, shall be governed by the laws of England & Wales. You agree to submit to the exclusive jurisdiction of the courts of England & Wales to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that the Site shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.