These Terms of Use and conditions govern your use of BAFoundation Inc.

Date of posting:  1/11/2021

Scroll down to view each section in more detail.

1. Introduction

1.Welcome

2. Accessing and using BAFoundation Inc.
3. Your privacy
4. Account registration
5. Creating Campaigns, offering rewards and making Pledges
6. Our role
7. Campaign Owners
8. Backers
9. Other important terms
10. Additional terms for Campaigns for investing in Community Shares
11. Our role
12. Campaign Owners
13. Backers
14. Terms for Community Members
15. About the content, you and other Users provide to BAFoundation Inc.
16. Exchanging personal information with other Users
17. Misuse of the site
18. Disputes between Community Members
19. General provisions
20. Our content
21. Third-party software
22. Links
23. Promises, liability and disclaimer
24. Indemnity
25. Copyright complaints
26. General complaints and requests for further information
27. Written communications
28. General 
29. Changes to these Terms and to BAFoundation Inc.
30. Contact us
31. Introduction

This section contains information about our website and the fundraising platform we provide. It also explains how to access and register with the website and provides links to our policies and guidelines. These apply to your use of this website including the types of content you are permitted to post, the types of Campaigns and related rewards we permit you to offer and what we do with any personal information we collect as you use this website.

Please note that we do not offer regulated investments through the platform. Therefore we are not authorised or regulated by the Financial Conduct Authority. As with all rewards-based crowdfunding and sales of community shares, there is no recourse to either the Financial Ombudsman Service or the Financial Services Compensation Scheme.

1. Welcome

1.1 Welcome to BAFoundation Inc. The www.bafoundation.org website and all other websites in the BAFoundation Inc. family of websites and the services provided through them (collectively, “BAFoundation Inc.”) are operated and owned by BAFoundation Inc. Limited (“we”, “us” or “our” as appropriate). For further information about us and our contact details, please visit the About Us page and see paragraph 11 of Section E, Contact us below.

1.2 We may make our services available through a number of channels. They are currently available through BAFoundation Inc.

1.3 To make these Terms quicker to read, we use a few key definitions: we refer to Community Members (as defined below) that are seeking to raise funds and offer Rewards for doing so as “Campaign Owners”, their fundraising Campaigns as “Campaigns”, the aims of a Campaign as its “Campaign Goal”, Community Members that support those Campaigns by contributing funds as “Backers”, their contributions as “Pledges”, the minimum total value of Pledges sought by a Campaign Owner for a particular Campaign as the “Funding Target”, the maximum period for which Pledges can be made for a Campaign as the “Fundraising Period” and the total value of Pledges (excluding cancelled Pledges) that a Campaign has received at the end of the Fundraising Period as “Total Pledges”. Community Members and other visitors to BAFoundation Inc are referred to as “Users” or “you”, as applicable. We refer to a Charity registered with The Charity Commission in the US as a “Registered Charity” and to a Registered Charity specifically registered with The Charities Foundation on its database as a “BAFoundation Inc Charity”.  The Charities Trust is a donations management organisation with registered 501c (3) company number ___.

1.4 We provide a platform for individuals and organisations registered with BAFoundation Inc (“Community Members”) to raise funds for Campaigns that benefit their community and to contribute to those Campaigns by funding them or by contributing their time and skills. The platform allows Campaign Owners to offer unique items, services or experiences (“Rewards”) as ‘thank you’ gifts for this support and also provides them with an opportunity to build a community around each Campaign by promoting it on the platform and on certain social media sites to friends, family and other supporters.  We also provide an ‘online meeting place’ and platform through which Community Members can raise finance for and invest in Co-operative Society or Community Benefit Society’s shares (“Community Shares”). 

1.5 These Terms of Use are organised into 5 sections. Those in this Section A and in Section E apply to all Users, whether Community Members or those just visiting. Those in Sections B and C apply specifically to Campaign Owners and Backers and those in Section D apply to all Community Members. Our Campaigns and Rewards Guidelines form part of the terms and conditions that are incorporated in the contract between us (collectively, the “Terms”) so please take the time to read them.

1.6 You will see that each section of these Terms of Use begins with a ‘highlight’ text box which summarises the key terms in that section. These highlights are an informal summary and do not form part of the contract between us.

1.7 Please read these Terms carefully before you start to use BAFoundation Inc, as they will govern your use of BAFoundation Inc, the Campaigns and Rewards that you create and offer as a Campaign Owner and the Pledges you make as a Backer, as well as the content you post as a Community Member. We recommend that you print or save a copy of these Terms for future reference.

1.8 By using BAFoundation Inc, you confirm that you accept these Terms and that you agree to comply with them. If you are using BAFoundation Inc in connection with your organisation, the terms ‘you’, ‘your’ or ‘your organisation’ in these Terms are also a reference to the business, charity institution or other organisation or entity (“Business”) on whose behalf you act when using, registering, backing or creating a Campaign on BAFoundation Inc. If you do not want to be bound (or your Business to be bound, where applicable) by these Terms please do not access, use and/or contribute any content to BAFoundation Inc or interact with its Community Members.

1.9 If you have any queries or concerns regarding these Terms, please contact us using the details in paragraph 11 of Section E, Contact us below.

2. Accessing and using BAFoundation Inc

2.1 Anyone can access BAFoundation Inc. However, to post a Campaign and become a Campaign Owner or make a Pledge as a Backer you will need to register as a Community Member by signing up and creating an account. For that purpose, you must be at least 18 years of age or, if higher, the age at which you are legally recognised as an adult in your jurisdiction and there must be no reason why you should not be in contact with any other Community Members. To create an account, please go to the Sign Up page. To receive funds raised from Campaigns, Campaign Owners must have a US bank account. To make a Pledge, Backers will require a valid payment card acceptable to us.

2.2 You are not eligible to use BAFoundation Inc if we have temporarily suspended or previously terminated your access to BAFoundation Inc and we have not expressly authorised you in writing to resume using BAFoundation Inc.

2.3 We try to make BAFoundation Inc available at all times, but, of course, we cannot guarantee this. Please see further paragraph 4 of Section E, Promises, liability and disclaimer regarding the availability of BAFoundation Inc.

3. Your privacy 

3.1 We take your privacy very seriously. Please read our Privacy Policy to see how we use your personal information.

4. Account registration

4.1 You can sign up and create your account on the Sign Up page. You can also create an account with BAFoundation Inc by linking your Facebook account using the ‘Continue with Facebook’ facility on the Sign Up page. Whether using the standard registration process or registering using Facebook, you will be asked to confirm your acceptance of these Terms.

4.2 You must make sure that all the information you provide when you register with BAFoundation Inc is true, accurate and current and complete.

4.3 If you change any of your registration details (e.g. email address, postal address), you must update your account.

4.4  To help us maintain the security of BAFoundation Inc, you, and any person with whom you share your login details, must keep your login details confidential. Please do not share your login details with any person you do not know and trust or that is not involved in your Campaign (nor leave your device unattended whilst logged into BAFoundation Inc) as you will be held responsible for all activities that occur on your account (with or without your knowledge) as a result of doing so. If you become aware of any misuse or unauthorised use of your login details, then you must inform us immediately by sending an email to us.

4.5 In the event that you have, or we have reason to believe that you have breached or will breach these Terms, we may terminate or suspend your registration and/or access to BAFoundation Inc and/or to any content made available on BAFoundation Inc.

4.6 You can request deletion of your account at any time as long as you do not have any active Campaigns or any outstanding Rewards or Pledges relating to unexpired Campaigns you have backed. Please email us to request deletion of your account.

4.7 We reserve the right to delete your account at any time.

1. Creating Campaigns, offering Rewards and making Pledges.

This section sets out the terms that apply to the Campaigns that your creativity and the rewards you offer or the pledges or other contributions you make in support of Campaigns.

1. Our role

1.1 What we do

1.1.1 We provide an ‘online meeting place’ and platform through which Community Members can raise finance for their community-focused and charitable Campaigns and offer Rewards or support those Campaigns by making Pledges and receiving Rewards. By providing this platform, together with crowdfunding tips and guidance, we facilitate the agreement between Campaign Owners and Backers for Pledges and Rewards, subject always to these Terms; ‘ground rules’ that we put in place to act as safeguards for the benefit of all Community Members.  We also provide an ‘online meeting place’ and platform through which Community Members can raise finance for and invest in Community Shares.  

1.1.2 Although we may from time to time agree to promote and advertise certain Campaigns or help to raise awareness of their Campaign Goals, we will not be involved in the management of or use of Pledges in relation to a Campaign nor will we directly offer or fulfil Rewards ourselves.

1.2 What we don’t do

1.2.1 Other than as mentioned above, we do not have any involvement in any arrangements Community Members make with each other through BAFoundation Inc. We, therefore, do not accept any responsibility for the nature or quality of a Campaign or community share’s performance or any Rewards or returns, nor do we promise that any Community Member, whether Campaign Owner or Backer, will do as they promise. The arrangements you make are solely private and the contracts relating to Campaigns, Pledges, Community Shares and/or Rewards are made directly between the individual parties concerned. Accordingly, when using BAFoundation Inc, you take full responsibility for your arrangements with other Community Members whom you contact and the nature, terms and extent of your arrangements with them and obligations to them.

1.2.2 We do not verify the identity of anyone who becomes a Community Member nor the information they provide about their Campaign, the Rewards offered or themselves. We cannot, therefore, give any guarantee that any of the Community Members are who they say they are or that the information they provide is accurate, complete or true. Consequently, we make no recommendation or representations in relation to any Community Members or their Campaigns.

2. Campaign Owners

2.1 Creating and updating Campaigns

2.1.1 Once you have registered as a Community Member, you can create and post details of your Campaign to a publicly accessible webpage on BAFoundation Inc (“Campaign Profile Page”) using the functionality we provide.

2.1.2 We have specific rules regarding the types of Campaigns that you can post on BAFoundation Inc. Please see our Campaigns and Rewards Guidelines which contain these rules and form part of our Terms.

2.1.3 You may not raise funds via another online crowdfunding or similar platform (whether website or app) during the Funding Period of your Campaign and all Pledges from Community Members must be made through BAFoundation Inc. Otherwise, unless we specifically agree to an exclusive arrangement with you in writing, you are not obliged to raise funds for your Campaign exclusively via BAFoundation Inc which means you are free to raise funds using other means and channels and source of finance.

2.1.4 Although we recommend you have no more than one active Campaign at any one time, we permit you to post as many active Campaigns as you like.

2.1.5 There is no limit on the Funding Target you select for each Campaign. If you are a business that is registered for VAT, please take this into account when calculating the Funding Target for your Campaign.

• When submitting details of your Campaign, you will be presented with funding options, as follow
• The minimum Fundraising Period that you can choose for your Campaign is 28 days and the maximum is 8 weeks.

2.1.8 Your Campaign may take up to 3 working days before it goes live and your Campaign Profile Page is made available on BAFoundation Inc. From time to time, we may provide a Crowdfunding coach (“Coach”) to provide guidance relating to your Campaign, think of ideas for Rewards and offer tips for marketing and press exposure. If we do so, your Coach will usually be assigned to you within 24 hours of submitting your Campaign details. Please note that Coaches provide general guidance and information only and neither they nor us will be liable to you in connection with the Campaign Goal, any Campaign, Rewards and/or performance, promotion and marketing of your Campaign, which all remain solely your responsibility. Please see the About Us page for further information regarding our Coaches.

2.1.9 Once you have submitted your Campaign details for posting you cannot change its Campaign Goal, the Funding Target or the Fundraising Period. You can, however, change the Rewards for your Campaign provided that you have not received any Pledges.

2.1.10 You may post content and other material (e.g. promotional material such as a video containing your Campaign) and post Campaign updates to keep Backers updated on the performance of your Campaign. Please see further paragraph 1 of Section D, About the content you and others provide to BAFoundation Inc, for the rules relating to the content you post on BAFoundation Inc.

2.1.11 If you choose All Or Nothing you may withdraw a Campaign at any point before the end of the Fundraising Period. Once you have done so, you will not be entitled to any Pledges when you withdraw. You also will not be able to resume that Campaign at a later date whilst retaining funds from any of the Pledges you had received at the time of withdrawal. If you are using Keep What You Raise you may withdraw a Campaign at any point before the end of the Fundraising Period. Once you have done so, you will be entitled to receive funds from any Pledges at the time you withdraw. You will not be able to resume that Campaign at a later date whilst retaining any of the Pledges you had received at the time of withdrawal. However, you are permitted to receive funds from your Pledges whilst continuing with the Campaign (see paragraph 2.4.5 of this Section B for further information). If you are using Forever Funding you may withdraw a Campaign at any point. Once you have done so, you will be entitled to any Pledges at the time you withdraw. 

2.1.12 We reserve the right, but are not obliged, to attempt to verify your identity and other information you provide to us and to reject, cancel, interrupt, remove, or suspend an active Campaign at any time and for any reason. In particular, Campaigns or Pledges that are flagged to us as fraudulent by Backers or our third-party payment providers will be subject to review. If we find fraudulent Pledges have been made to your Campaign, we will cancel those Pledges and remove the details of the associated Backer from your Campaign Profile Page. If in our sole discretion, we determine your Campaign to be a high fraud risk we may also ask you for more information and you agree to respond to such requests and provide such information within a reasonable time. We or our payment providers may also perform an examination before any funds are distributed to you. We will not be liable to you for any losses that you suffer or incur as a result of us taking any of the actions in this paragraph 2.1.12. We reserve the right to pass on the cost of chargebacks to you.

2.1.13 If the Fundraising Period of your Campaign ends without any distribution of funds to you (for reasons other than a breach by you of these Terms) you may choose to recreate your Campaign and repost it for submission.

2.1.14 You may be eligible to apply for additional funding for your Campaigns from our partners (“Extra Funding”).  At the time you submit your Campaign for listing, we may indicate to you which partners offer Extra Funding that may be available for your Campaign. If you subsequently submit an expression of interest form for Extra Funding we endeavour to notify you of the funds offered by that partner for which you may be eligible to apply.  Any Extra Funding will be subject to application and approval by the relevant partner. We do not guarantee the availability of such funding nor that any application you make for such funding will be successful.  The provision of those funds and the terms and conditions under which they are available to you are determined solely at the discretion of the relevant partner.  Any Extra Funding you apply for will not count towards your Funding Target and you should not set that target in anticipation of receiving any Extra Funding. Your eligibility to apply for, receive and use any Extra Funding will be subject to the relevant partner’s terms and conditions.  For more information on Extra Funding, including partners that offer such funding and how to apply, please visit the Extra Funding page. Our distribution to you of funds from Pledges you receive will not be affected if you do not receive any Extra Funding.  Separate fees apply to any Extra Funding your Campaign receives instead of the fees charged on Pledges from Backers, which do not apply to Extra Funding. The fees payable by you in relation to Extra Funding you receive are set out in paragraph 2.3.2 of this Section B.

2.1.15 We do not provide funds for Campaigns and/or offer Rewards to Community Members. All finance for Campaigns and/or offers of Rewards are made by Community Members to Community Members.  Should the Campaigns and/or offer of Rewards relate to active or pending legal proceedings we take no involvement in such Campaigns, we do not stand to benefit personally as to the outcome of any Campaign nor do we seek to control Campaigns or their outcomes.

2.2 Offering Rewards

2.2.1 We have specific rules regarding the types of Rewards that you can offer to Backers on BAFoundation Inc.

2.2.2 You can choose whether or not to limit the number of Rewards you offer for each Pledge amount.

2.2.3 You must have all the permissions, consents and licences that are necessary to offer all Rewards relating to your Campaign before you offer them on your Campaign Profile Page.

2.3 Fees payable by Campaign Owners and receiving funds

2.3.1 There is no charge for creating a Campaign and publishing details of the Campaign on BAFoundation Inc nor are there any fees payable if the Fundraising Period for your Campaign ends without any distribution of funds to you.

2.3.2 If you are an individual and your Campaign is fundraising for a BAFoundation Inc Charity then, provided the Pledges are transferred directly to the BAFoundation Inc Charity, no fees will apply in respect of our receipt and transfer of those Pledges.  

For all Campaigns fundraising for a cause relating to a person’s or group’s personal need that is unrelated to legal, regulatory or similar proceedings(“Personal Cause”) or certain other types of Campaigns notified by us through BAFoundation Inc (including on a temporary basis), no BAFoundation Inc fee will apply, although transaction fees may still apply, as set out in our fee.  

For all other Campaigns, the BAFoundation Inc and transaction fees set out on our fees will be deducted from the Pledges we receive for your Campaign before they are distributed to you.

2.3.3 All fees payable by Campaign Owners are subject to Value Added Tax (“VAT”) at the applicable rate in force from time to time. Please note that VAT is assessed on the above fees and not the Total Pledges raised and you are solely responsible for ensuring that you are registered for VAT or similar sales tax as required by the applicable laws of the jurisdiction in which your business is established. 

2.3.4 For All Or Nothing Campaigns if the Total Pledges meet or exceed the Funding Target at the end of the Fundraising Period, the amounts due to Campaign Owners will be transferred to Campaign Owners within approximately 7 working days to the bank account specified by the Campaign Owner.

2.3.5 For Keep What You Raise Campaigns the amounts due to Campaign Owners will be transferred at the end of the Fundraising Period, or sooner if the Campaign Owner chooses to close the Campaign before that period ends.  The amounts due to Campaign Owners will be transferred on a daily basis for Forever Funding Campaigns.

2.3.6 Please note that the above timescales are estimates only and there may be a delay between the end of the Fundraising Period for a successful campaign and your access to any funds. All amounts transferred from Pledges to Campaign Owners will be calculated in accordance with paragraph 2 of this Section B.

2.3.7 The amounts due to Campaign Owners will only be transferred to them once the Campaign Owner has verified the Campaign in the financial section of their account and if a Campaign Owner does not do this within 28 days of the date the amounts due to the Campaign Owner are first available to be transferred in accordance with this paragraph 2 then all Pledges shall be returned to Backers.

2.3.8 All fees payable to us, and any amounts payable by us to Campaign Owners, will be paid in British pounds sterling.

2.4 Pledges

2.4.1 Backers may fail to fulfil payment of Pledges and you acknowledge that their payment of Pledges is entirely outside of our control. Consequently, we cannot guarantee and shall have no liability to any Campaign Owner for their failure to receive any funds pledged by Backers in relation to their Campaign(s) via BAFoundation Inc.

2.4.2 In the event we are unable to verify any information to our satisfaction, we may delay, withhold, cancel or refund any Pledges or other amounts without giving any notice to you and do so without incurring any liability to you.

2.4.3 Campaign Owners may contact us to cancel any Pledge for any reason and at any time before the Fundraising Period ends or the Campaign otherwise successfully closes and shall not be required to fulfil any related Rewards if they do so. After the Fundraising, Period has ended or the Campaign successfully closes and the amounts due from Pledges have been transferred to a Campaign Owner, that Campaign Owner will be responsible for refunding any amounts to Backers (see paragraph 2.6.1(i) of this Section B for further information).

2.4.4 If you choose the All Or Nothing funding option and your Campaign does not reach its Fundraising Target by the end of the Fundraising Period, any Pledges made by Backers for the Campaign will be cancelled and you will not be entitled to receive any funds in respect of them.

2.4.5 If you choose the Keep What You Raise funding option, any amounts due from Pledges to your Campaign will be transferred to the Campaign Owner irrespective of your Campaign reaching its Fundraising Target by the end of the Fundraising Period. With this funding option, you may also choose to receive the amounts due from Pledges to your Campaign at any time. Once you request to receive these amounts, you may choose to continue with the Campaign or withdraw your Campaign (after which it cannot be resumed).  If you have offered Rewards against the Pledges your Campaign has received, any distribution of amounts to you is made on condition that you fulfil those Rewards as soon as possible and before the end of the Fundraising Period where this is possible.

2.4.6 If you choose the Forever Funding option, any amounts due from Pledges to your Campaign will be transferred to the Campaign Owner on a daily basis irrespective of your Campaign reaching its Fundraising Target.

2.4.7 The minimum single Pledge amount is $5. All Pledges must be paid in US dollars.

2.4.8 Where your organisation is able to claim Gift Aid you will be given the option to make Pledges eligible for Gift Aid and to collect the necessary information from Backers to enable you to claim Gift Aid from Revenue and Customs. It is your responsibility (and not ours) to ensure that each Pledge meets the qualifying criteria for Gift Aid in accordance with Revenue and Customs guidance and that you only seek to claim Gift Aid on such Pledges.

2.4.9 We are not financial, tax or accounting advisers and you should not rely on information in these Terms or that otherwise appears on BAFoundation Inc, US to determine the financial, tax or accounting treatment of any Pledges you receive using BAFoundation Inc, US.  Please seek advice from an appropriately qualified professional if you are unsure in respect of any of these matters.

2.5 Communicating with Backers and Personal data we share with you relating to Backers

2.5.1 We may make available to you via your account or another part of BAFoundation Inc details of each Backer that makes a Pledge to your Campaign which may include personal data relating to those Backers (including their name, email address, date and amount of their Pledge and any comments they make).  You acknowledge that your processing of that personal data during and after the Fundraising Period including during the course of your Campaign (e.g. to keep in contact with Backers about the progress of your Campaign and your achievements) is processing for which you determine the purpose and means, independently of us. As a result, for the purposes of data protection and privacy laws, you are a separate controller of that personal data when using it for your own purposes and shall ensure you comply with all such laws in relation to the use of that information. In particular, you shall ensure you do not contact individuals with any marketing materials without consent where such consent is required by law.

2.5.2 We may make available to you function within your account that allows you to send emails or messages to Backers. To the extent that we are, for the purposes of data protection law, a processor of the personal data we process when you use this functionality, the terms of our Data Processing Addendum available on BAFoundation Inc will apply.

2.6 Campaign Owners’ Obligations

2.6.1 As a Campaign Owner, you shall:

(a) apply any funds you receive from Backers solely and directly for the purpose of achieving the Campaign Goals and for no other purposes;

(b) meet all commitments you make in your Campaign including, but not limited to, delivering all Rewards you offer to Backers;

(c) use all reasonable endeavours to fulfil each Reward by the estimated fulfilment or delivery date (as applicable) specified by you on the applicable Campaign Profile Page.

(d) promptly and accurately respond in full and to our satisfaction to all queries, clarifications or requests made by us and/or any Backer;

(e) comply with all your obligations as a ‘controller’ of personal data under applicable data protection and privacy laws, including by providing appropriate privacy information to the Backers whose information you receive through BAFoundation Inc;

(f) promptly contact and work with Backers to reach a mutually satisfactory resolution, which may include refunding their Pledges if you are unable to fulfil any of your commitments (including providing any Rewards);

(g) comply with all applicable laws and regulations in relation to your Campaign, your use of Pledges and your offer and fulfilment of Rewards;

(h) be responsible for paying all fees and collecting and remitting all applicable taxes (including income tax and VAT or similar taxes) connected with your use of BAFoundation Inc, the Pledges you receive and the Rewards you offer; 

(i) where you have received any Pledges, be responsible for issuing a refund of Pledges to and responding to requests for refunds of Pledges from, Backers;

(j) not take any action or make any business or other decision in reliance on having your Campaign posted on BAFoundation Inc or on having any funds from Pledges until you have the received clear funds into your bank account; and

(k) provide all assistance and co-operation required by us from time to time, including by providing copies of any records or information you hold, in particular in respect of any regulatory investigation, audit or enquiry.

3. Backers

3.1 Types of contribution

3.1.1 Backers can contribute to a Campaign by:

(a) making a Pledge; and/or

(b) offering their time and skills to a Campaign Owner by sending a private message to them using the internal messaging feature on BAFoundation Inc. If you offer your time and skill you do so at your own risk and will be solely responsible for any arrangements you make with Campaign Owners in connection with the provision of the services that you offer.

3.1.2 You acknowledge that your contribution (whether financial or otherwise) does not entitle you to any rights in or to any Campaign, including any ownership, control or intellectual property rights.

3.1.3 At the time you make a Pledge you may choose to pay a tip to us.  If your individual Pledge or Pledges are cancelled or refunded or if all Pledges for a Campaign are returned, your tip to us will be refunded to you without deduction.

3.2 Making a Pledge.

3.2.1 Once you have registered as a Community Member, you can make a Pledge by visiting the Campaign Profile Page of a Campaign, selecting the amount you wish to contribute and the Reward you would like to receive then selecting your payment method and submitting payment.

3.2.2 Your username will be made publicly available in connection with each Campaign for which you make a Pledge under the ‘Backers’ tab of the Campaign Profile Page unless you choose to make a Pledge anonymously. If you do make an anonymous Pledge, although your details will not be published on BAFoundation Inc, your details will still be shared with the relevant Campaign Owner.

3.3 Rewards

3.3.1 If you wish, you may make a Pledge and elect not to receive a Reward.

3.3.2 Once you have made a Pledge, you cannot change your selected Reward without cancelling your Pledge.

3.4 Payment methods

3.3.1 Once you have confirmed the amount you wish to Pledge, you will be prompted to pay via our third-party payment provider, Stripe Payments (“Stripe”).  Separate terms and conditions will apply to the provision of payment services provided to you by and the payments you make using its services (“BAFoundation Inc Payments”).  Any personal information you provide to Stripe will be processed in accordance with its privacy policies and not ours. Please see our Privacy Policy for further details regarding your personal information and the third-party service providers that we use.

3.4.2 When paying using BAFoundation Inc Payments we take your Pledge and any tips immediately and hold it in a secure account. We are therefore responsible for distributing funds to Campaign Owners and for issuing refunds while the Campaign is open. Please see paragraph 3.6.4 in this Section B for further details on refunds.

3.4.3 For All Or Nothing Campaigns, if the Funding Period ends but does not meet or exceed its Funding Target, your Pledge will be refunded within 5-10 days. 

3.4.4 If you make a Pledge on a Keep What You Raise Campaign, your Pledge will only be refunded if we or the Campaign Owner cancels the Campaign (without closing the Campaign). Pledges for Forever Funding Campaigns cannot be cancelled.

3.4.5 If you make a Pledge to a BAFoundation Inc Charity, it will be processed using Stripe and passed from Stripe’s secure account to The Charities Trust.

3.4.6 The Charities Trust will be responsible for holding the BAFoundation Inc Charity funds in a secure account, for processing all relevant Gift Aid and for paying the funds to the BAFoundation Inc Charity’s nominated bank account. 

3.5 Fees payable by Backers

3.5.1 If you choose to pay a Pledge by BAFoundation Inc Payments, then no processing fees are payable in addition to your Pledge and (if applicable) tip amount(s). 

3.6 Cancelling a Pledge and Refunds

3.6.1 You may cancel a Pledge (and any tip) on an All Or Nothing or Keep What You Raise Campaign without charge at any time before the end of the Funding Period for a Campaign, whether it has reached its Fundraising Target or not. If you do so, you will not be eligible to receive any Rewards in relation to your Pledge. You are unable to cancel a Pledge once made in relation to any Forever Funding Campaign.

3.6.2 If a Campaign for which you have made a Pledge is not deemed funded by the end of the Fundraising Period and is under the All Or Nothing funding scheme, your Pledge will be cancelled automatically.

3.6.3 You may not cancel your Pledge once a Campaign’s Fundraising Period has ended if at the end of the Fundraising Period the Campaign is deemed funded. This does not affect your statutory or legal rights. Advice about these rights is available from your local  Bureau of Standard  Please see further paragraph 4.1 of this Section B, The contract between Campaign Owners and Backers.

3.6.4 Once your Pledge has been distributed to a Campaign Owner, the Campaign Owner shall be solely responsible for issuing, and responding to requests for, any refunds of Pledges. We shall not be liable for any Campaign Owners’ failure to issue any refunds of Pledges to you.

3.6.5 If you pay a tip to us, we are under no obligation to refund that tip to you except in the circumstances set out in paragraph 3.1.3 of this Section B.

3.7 Backers’ Obligations

3.7.1 As a Backer, you shall:

(a) ensure that you have sufficient funds or credit available for payment of the Pledge;

(b) promptly respond to a Campaign Owner following a request for information reasonably required by the Campaign Owner to fulfil a Reward that you have chosen at the time you made your Pledge;

(c) comply with the terms and conditions for the payment processing services provided by our third-party payment providers (please see paragraph 3.4 in this Section B, Payment Methods, for further details regarding those providers and the applicable terms and conditions); and

(d) ensure that any funds used to make Pledges will not result in a breach of applicable law.

3.8 Gift Aid

3.8.1 Pledges to Registered Charities may be eligible for the US Government’s Gift Aid scheme.

3.8.2 If you make a Pledge to a Registered Charity which has elected to claim Gift Aid, you will be asked to confirm you are a US taxpayer in accordance with the requirements of the Gift Aid scheme.

3.8.3 The Campaign Owner or Charities Trust will be able to reclaim Gift Aid on eligible Pledges where these meet the requirements under the Gift Aid scheme and add this to the amount donated. 

3.8.4 In order for Gift Aid to be claimed Pledges must be freely made without the donor or a “connected person” receiving a benefit in exchange for the Pledge. The receipt of a Reward by a Backer or a connected party may affect the eligibility of a Pledge for Gift Aid.

3.8.5 Further information about the Gift Aid scheme can be found on the GOB website including details of how higher and additional rate taxpayers can reclaim higher or additional tax relief on their donations.

3.8.6 Where a Pledge is made to a BAFoundation Inc Charity, we are required to pass details of those Backers claiming Gift Aid to The Charities Trust which is required to pass these details to GOB. Please see our Privacy Policy for further details regarding the personal information we share with The Charities Trust. 

3.8.7 We are not financial, tax or accounting advisers and you should not rely on information in these Terms or otherwise on BAFoundation Inc BZ, US to determine the financial,  tax or accounting treatment of any Pledges which you make using BAFoundation Inc.  False or otherwise incorrect Gift Aid declarations may affect your personal tax liability. Please consult an appropriately qualified professional before making any such declarations if you are unsure.

4. Other important terms

4.1 The contract between Campaign Owners and Backers

4.1.1 The contract relating to the provision of funds from Pledges and the fulfilment of Rewards is made solely between a Campaign Owner and Backers, subject always to these Terms. By making a Pledge, a Backer is making an offer to enter into a contract with the applicable Campaign Owner.

4.1.2 The following steps have to take place before a contract is made between the Backer and the Campaign Owner:

(a) after signing into their account the Backer makes a Pledge by submitting their payment details for processing and clicking “Make a Pledge with the obligation to pay”. Before making their Pledge, the Backer will have the opportunity to review the Pledge amount and any related Reward and, if necessary, to amend these details; and

(b) the Backer will see an on-screen acknowledgement of their Pledge and receive an email confirming details of the Pledge made, to the email address provided by the Backer.

4.1.3 The Campaign Owner accepts the Backer’s offer, and a binding contract is made between them, at the time:

(a) the Funding Period ends in the case of All Or Nothing Campaigns;

(b) the Funding Period ends (or, if earlier, the Campaign Owner closes the Campaign) in the case of Keep What You Raise Campaigns; or

(c) the Pledge is received by us, in the case of Forever Funding Campaigns.

Accordingly, nothing that we or the Campaign Owner says or does will amount to any acceptance of a Backer’s offer until the applicable event listed above in this paragraph occurs.

4.2 Interest on Pledges

4.2.1 Any interest on Pledges or other funds held by us shall accrue to our benefit and neither Campaign Owners nor Backers shall be entitled to such interest in relation to distributed funds or refunded Pledges.

4.3 Publication and sharing of personal information relating to Backers with Campaign Owners

4.3.1 Unless you have selected the anonymous donation option, we publish the username of each Backer on the Campaign Profile Page and we share these details and each Backer’s full name, email address and postal address with the applicable Campaign Owner for them to fulfil your Reward and to contact you in relation to the Campaign. Please see our Privacy Policy for further details.

4.3.2 For some Rewards, a Campaign Owner may need further information from Backers, (e.g. clothing sizes), to enable the Campaign Owner to deliver certain Rewards. The Campaign Owner shall request such information directly from a Backer after the end of the Fundraising Period for the relevant successful Campaign.

1. Additional terms for Campaigns for investing in Community Shares

This section sets out the terms that apply to the Campaigns for Community Shares and investments made in such shares. The terms in this section apply in addition to those set out in Section B relating to Campaigns generally including in respect of fees.

1. Our role

1.1 What we do

1.1.1 We provide an ‘online meeting place’ and platform through which Community Members can raise finance for and invest in Co-operative Society or Community Benefit Society. By doing so and providing tips and other guidance we facilitate an agreement between Campaign Owners and investors for Community Shares on terms agreed between them, subject to the ‘ground rules’ that we put in place to act as safeguards for the benefit of all Community Members.

1.1.2 Although we may from time to time agree to promote and advertise certain Campaigns or help to raise awareness of the goals of the Co-operative Society or Community Benefit Society, BAFoundation Inc will not be involved in the management of the society, the use of investment funds, the payment of any financial returns nor the process for withdrawing shares.

1.2 What we don’t do

1.2.1 Other than as mentioned above, we do not have any involvement in any arrangements Community Members make with each other through BAFoundation Inc. We, therefore, do not accept any responsibility for the nature or quality of a society’s performance, any financial returns, the value of Community Shares or any other investment opportunity offered by BAFoundation Inc. The arrangements you make are solely private and the contracts are made directly between the individual parties concerned. Accordingly, when using BAFoundation Inc, you take full responsibility for your arrangements with other Community Members whom you contact and the nature, terms and extent of your arrangements with them and obligations to them.

1.2.2 We do not ordinarily verify the identity of anyone who becomes a Community Member nor the information they provide within their Campaign. We cannot, therefore, give any guarantee that any of the Community Members are who they say they are or that the information they provide is accurate, complete or true.

2. Campaign Owners

2.1 Creating and updating Campaigns

2.1.1 We have specific rules regarding the types of Campaigns that you can post on BAFoundation Inc. Please see our Campaign Guidelines which contain these rules and form part of our Terms. Otherwise, the terms and conditions relating to Campaigns set out in Section B above will apply to all Campaigns relating to Community Shares.

2.1.2  Our Coaches may also be available to you in relation to Campaigns relating to Community Shares.  If you use a Coach, please note that they provide general guidance and information only and neither they nor us will be liable to you in connection with your society’s aims, any Campaign, the returns you offer investors and/or the performance, promotion and marketing of your Campaign, which all remain solely your responsibility. See further paragraph 2.1.8 of Section B for further details regarding our Coaches.

2.2 Investment terms

2.2.1 We have specific rules regarding the investment terms and conditions that you can offer to Backers on BAFoundation Inc in relation to Campaigns for Community Shares. Please see our Website which contains these rules and form part of our Terms.

2.2.2 Only persons authorised by the Co-operative Society or Community Benefit Society seeking to raise capital can create a Campaign. We will reject any Campaigns for investments in Community Shares by any person that is not authorised (or that we reasonably suspect is not authorised) by the applicable society.

2.2.3 The Society must have all the permissions, consents and licences that are necessary to offer Community Shares, including registration with the Financial Conduct Authority, before offering them through BAFoundation Inc. If permissions, consents and licences are required to undertake activity relating to the investment monies, these must also be in place before creating the Campaign.

3. Backers

3.1 Types of contribution

3.1.1 Backers can contribute to a Campaign by:

(a) making a Pledge; and/or

(b) by offering their time and skills to a Campaign Owner by sending a private message to them using the internal messaging feature on BAFoundation Inc. If you offer your time and skill you do so at your own risk and will be solely responsible for any arrangements you make with Campaign Owners in connection with the provision of the services that you offer.

3.1.2 You acknowledge that your contribution (whether financial or otherwise) does not entitle you to any rights in or to any Campaign, including any ownership, control or intellectual property rights.

1. Terms that apply to all Community Members

This section sets out the main terms of use for the BAFoundation Inc community. It explains how to upload content, and provides the ground rules for contributing content. This section also describes what action we may take if any use of BAFoundation Inc does not comply with our terms and conditions.

1. About the content, you and other Users provide to BAFoundation Inc

1.1 The rules of the BAFoundation Inc community

1.1.1 The following rules apply to your use of the community features contained on BAFoundation Inc:

(a) any content which you and other Users post or contribute to BAFoundation Inc using its community features (including content you upload to your Campaign Profile Page, comments you make on Campaigns Profile Pages, internal messages and Campaign updates) is generally known as “user-generated content” or “UGC” for short. Paragraphs 1.1.2 to 1.2.1 below in this Section C set out the rules for contributing content, how we and other Users may use your UGC and how you can use their UGC.

(b) obviously, we positively encourage Community Members to make full use of BAFoundation Inc and in particular to participate in the BAFoundation Inc community. However, to ensure that everyone has an enjoyable and satisfying experience, we require that you abide by the guidelines set out in these rules:

1.1.2 You agree to ensure that:

(a) you only contribute UGC to BAFoundation Inc if you know that you have the necessary rights to do so. By contributing UGC to BAFoundation Inc, whether text, images, video, sound recordings or other material, you are promising to us and to other Users that: (i) you either own any copyright in that content or that you have obtained the necessary right(s) to make the content available through BAFoundation Inc in accordance with these Terms and permit its use via BAFoundation Inc and in our newsletters and that such permissions are freely available on demand by us should we require; and (ii) you will not be infringing anyone’s intellectual property or other rights or breaching any law or regulation (including data protection and privacy laws), by contributing that content and by allowing it to be used in the ways described in these Terms. If you are in doubt about whether you have permission to post your UGC, please do not upload or post it to BAFoundation Inc.

(b) all information provided by you via BAFoundation Inc or which you provide to other Community Members or in connection with any Campaign is accurate, true and up to date in all respects and at all times and is not misleading in any way;

(c) all content posted by you is lawful and not defamatory, abusive, threatening, harassing, obscene, discriminatory, or otherwise objectionable or embarrassing to any other person as determined by us in our sole discretion;

(d) you will use BAFoundation Inc and any information and content obtained from it lawfully and only for the purposes for which it has been provided and in accordance with these Terms;

(e) you will not harass or mislead or act unlawfully towards any person that you have contacted via BAFoundation Inc or disclose or use any contact information that they may provide to you without their consent;

(f) you will cease to contact anyone that you have contacted via BAFoundation Inc immediately if they request you to do so; and

(g) any content you upload is not in breach of any copyright or other intellectual property rights owned by a third party and, in the case of any photos or videos that identify individuals, that you have their full permission to make their image available through BAFoundation Inc and to permit the use of such content and image by any third parties we may authorise under these Terms. 

1.1.3 You may not:

(a) distribute or post spam, in particular by sending unsolicited marketing messages to other Community Members, or distribute or post chain letters, unsolicited loans (BAFoundation Inc strongly recommends that you do not make contact with members offering you unsolicited loans. BAFoundation Inc cannot be liable for any losses incurred if you choose to ignore this advice) or pyramid schemes;

(b) distribute viruses or any other technologies that may harm BAFoundation Inc or the interests of Users of BAFoundation Inc or Community Members or otherwise interfere with or disrupt our servers;

(c) post or transmit any advertisements for or solicitations of business;

(d) after receiving a warning, continue to disrupt the normal flow of dialogue, or post or transmit comments that are not related to the topic being discussed;

(e) except as permitted under these Terms, copy, modify, or distribute our content or trademarks from BAFoundation Inc or Community Members’ copyright material and trademarks or any content or trademarks owned by a third party unless you have their explicit permission;

(f) harvest or otherwise collect or use information about Community Members without their explicit consent;

(g) impersonate another Community Member or falsely state or otherwise misrepresent your affiliation with a person or entity;

(h) allow any other person or entity to use your log in details or account for posting or viewing comments or for communicating with other Community Members;

(i) continue to use BAFoundation Inc if your access to BAFoundation Inc has been suspended or your account terminated; 

(j) engage in any other conduct that restricts or inhibits any other persons from using or enjoying BAFoundation Inc, or which, in our judgment, exposes us to any liability or detriment of any type; or

(k) upload, post or publish to BAFoundation Inc or otherwise provide to us any personal data about children (i.e. individuals under 16) or ’special category’ or criminal conviction data.  

1.1.4 Please note that any posting of information or sending of internal messages on or via BAFoundation Inc is the opinion of the person posting or sending only and does not necessarily reflect our opinions or attitudes.

1.2 Who can use your UGC and how they can use it

1.2.1 When you contribute UGC to BAFoundation Inc:

(a) you are granting us unlimited, non-terminable and free permission (including the right to sub-licence that permission) to use, re-use, copy, adapt, abridge, amend, distribute, modify, translate, publish, perform, display, develop, reproduce, communicate to the public and to make your UGC otherwise available in any form and/or by any media (whether now known or hereafter devised), including through any on-demand or broadcast service, whether on a commercial or non-commercial basis anywhere in the world. By way of example only, this will include permission to;

• make all or any part of your UGC available through BAFoundation Inc to other Users of BAFoundation Inc;
• include certain UGC in our newsletters;
• allow any third parties authorised by us to reproduce, display, publish, communicate, perform and/or embed activity and content on their platforms, including their websites and applications; and
• allow third parties to link to pages on BAFoundation Inc which contain your UGC.

(b) you are granting to every other user of BAFoundation Inc unlimited, non-terminable and free permission to use all or any part of your UGC on the same terms as you are permitted to use their UGC as described in paragraph 1 of Section E below, Our content.

1.2.2 You (or, where applicable, your licensors) will retain all intellectual property rights in the UGC you contribute to BAFoundation Inc and nothing in these Terms shall assign or otherwise transfer any ownership of any such rights in or to your UGC.

1.3 Monitoring your UGC

1.3.1 We may (but are not obliged to) monitor the use of the community facilities from time to time however we still rely on you to inform us of any abuse or inappropriate behaviour, in which case we may review specific postings. If you feel you have been threatened, damaged or abused in our community or via our communication systems or if you believe any infringement of your rights may have occurred through BAFoundation Inc please contact us.

1.3.2 We are not involved in any arrangements made between Users. Any postings on BAFoundation Inc and the uploading of any photos, pictures, videos, animations or other audio-visual material to BAFoundation Inc by Community Members does not constitute any form of recommendation, representation, endorsement or arrangement by us. In particular, we have no control over and are not responsible for the truth or accuracy of any content, its compliance with any legal or regulatory requirement or its quality or safety. Please contact BAFoundation Inc if you have any concerns about the content of any information seen on the website.

1.3.3 Please note that any information posted via the functionality available on BAFoundation Inc is the opinion of the person posting only. If you rely on the information posted, you do so at your own risk. Although we have rules for the posting of content, it is possible that our interactive features could be susceptible to misuse. We ask all Users to contact us in respect of any suspicion of misuse.

2. Exchanging personal information with other Users

2.1 Disclosing personal information

2.1.1 Please be careful when using BAFoundation Inc and any community facilities that you do not reveal any information from which you can be personally identified by other Users such as your home or work contact details, your last name or where you live except in accordance with these Terms and where you feel comfortable revealing such personal information to such persons. You should in any event only reveal such personal information via secure communications that cannot be viewed by other people.

2.2 Receiving personal information

2.2.1 If you wish to make a complaint about any issue regarding personal information please use the “Report” buttons on BAFoundation Inc or send an email to us. For more information on how we handle complaints, please see paragraph 7 of this Section D below.

3. Misuse of BAFoundation Inc

3.1 We reserve the right (but we are not obliged) to do any or all of the following:

• record the content (including any communications), the BAFoundation Inc community or in our communication systems;
• investigate a claim that anyone or more items of content do not comply with the community rules set out under paragraph 1 of this Section D, About content, you and others provide to BAFoundation Inc, and determine in our sole discretion to remove or request the removal of the content;
• remove without notice any content that is abusive, illegal, or disruptive, or that otherwise fails to conform with these Terms;
• terminate a user’s access to post content;
• monitor, edit, or disclose any content;
• edit or remove any content posted on BAFoundation Inc, regardless of whether such content breaches these Terms;
• suspend or terminate your access to BAFoundation Inc.

3.2 If you disagree with a decision made by us, you should email your appeal to us. You must not use the community facilities to dispute or argue about any decision we make.

3.3 Any decision we make to remove or request the removal of any content or to terminate or suspend any accounts shall be final. The termination or suspension of an account shall apply to any and all user accounts that may have been used by a user.

4. Disputes between Community Members

4.1 We are under no obligation to become involved in disputes between any Community Members, or between Users and any third party arising in connection with the use of BAFoundation Inc. This includes, but is not limited to, the fulfilment of Rewards or other commitments and services, and any other terms, conditions, warranties, or representations associated with Campaigns. We do not monitor and are not liable to you for the performance or punctuality of Campaigns nor do we endorse them.

4.2 We will co-operate with any law enforcement authorities in any investigations arising out of your dispute with another Community Member.

1. General provisions

This section sets out the terms that apply to everyone who uses BAFoundation Inc.

1. Our content

1.1 All of the content on BAFoundation Inc is owned by (and all copyright, trademark and other intellectual property rights in that content shall at all times remain vest in) us or our licensors and is protected by the US and international copyright and other intellectual property laws.

1.2 Our content includes any information or other material found on or via BAFoundation Inc, including without limitation text, databases, graphics, videos, software and all other features found on or via BAFoundation Inc.

1.3 We make BAFoundation Inc, our content and any UGC available through BAFoundation Inc for your personal, non-commercial use only (please see paragraph 1 of Section D, About the content you and others provide to BAFoundation Inc for further details about the UGC that we make available through BAFoundation Inc). You may view BAFoundation Inc’s pages and content online and print a copy of these Terms for your records. You may not otherwise reproduce, modify, copy or distribute or use any of the content on BAFoundation Inc without our prior written consent.

1.4 To be clear, you are not in any circumstances permitted to:

1.4.1 make commercial use of any such content except in the case of your own UGC which you may use for the purposes of providing information in connection with your Campaign on the Campaign Profile Page and/or your Business (if applicable);

1.4.2 edit any such content; or

1.4.3 remove, obscure or otherwise tamper with any copyright and proprietary notices that relate to, or are contained within, the content.

1.5 The trademarks, logos and brands appearing on BAFoundation Inc are owned by us or our licensors. No permission is given in respect of the use of any of these marks, logos or brands, and any such use may constitute an infringement of the holder’s rights.

2. Third-party software

2.1 You acknowledge that you may need to download and activate certain software in order to use certain content available on BAFoundation Inc. This software will be clearly identified on BAFoundation Inc.

2.2 In order to use such third-party software or technology, you may have to accept the terms of a licence agreement with that third party. You acknowledge that we have no responsibility or control over such third-party software.

3. Links

3.1 You acknowledge that BAFoundation Inc may include links to third-party websites. We do not review these third-party Websites nor have any control over them, and we are not responsible for the websites or their content or availability.

3.2 We do not therefore endorse, or make any representations about them, or any content found there, or any results that may be obtained from using them.

3.3 If you decide to access any of these third-party websites, you do so entirely at your own risk.

3.4 If you use any linked websites, any personal information you give to them will be dealt with in line with their privacy policy, not ours, so please ensure that you read their terms and conditions and privacy policy before you use their websites and provide any personal information.

3.5 You may only link to BAFoundation Inc provided that:

3.5.1 the homepage is not loaded into frames on your website unless we expressly agree; and

3.5.2 your site or services does not misrepresent its relationship with us or present false information about us or otherwise harm our business or conflict with our interests or values;

3.6 We reserve the right to withdraw linking permission to any time without prior notice.

4. Promises, liability and disclaimer

4.1 We promise that we will operate BAFoundation Inc with reasonable skill and care. Otherwise, the content and services available on BAFoundation Inc are provided on an ‘as is’ and ‘as available’ basis. To the fullest extent permissible under applicable law and subject to this paragraph 4.1 and paragraph 4.3 of this Section E, we disclaim any and all promises, warranties, conditions, or representations relating to BAFoundation Inc and its content, whether express, implied, oral or written. In particular:

4.1.1 We do not make any promises as to the truth, accuracy, integrity, quality or completeness of the content or information that appears on BAFoundation Inc and you should not rely on it being accurate, truthful or complete.

4.1.2 We are not responsible for verifying the ownership of any content posted or uploaded onto BAFoundation Inc.

4.1.3 Any posting of comments or information on BAFoundation Inc is the opinion of the person posting only and in no way reflects our opinions or attitudes, nor constitutes any form of recommendation, representation, endorsement or arrangement by us. To be clear, each user acts on his/her own behalf at all times and does not act as our representative or agent in any way.

4.1.4 We cannot guarantee and shall not be liable to you in relation to the performance or reliability of the BAFoundation Inc Payments and Stripe online payment processing services.

4.1.5 You agree that your access and use of BAFoundation Inc and its content is at your own risk. We do not have any knowledge of, or control over, the particular purpose(s) for which the information and content available on BAFoundation Inc is used. The content and information that we make available on BAFoundation Inc are provided for information only. Accordingly, we exclude any and all liability for any loss of any nature suffered by you as a direct or indirect result of your use of any of the information or content available on BAFoundation Inc or of making any decision, or refraining from making any such decision, based wholly or partly on any expression of opinion, statement or other information contained in the content available on BAFoundation Inc.

4.1.6 By using BAFoundation Inc you acknowledge and accept the inherent risks, characteristics and limitations of the internet, particularly in terms of technical performance of BAFoundation Inc, response times to view, verify or transfer information; and the risks inherent in all third party links, connections and transfers via the internet. Accordingly:

1. a) We do not make any promises about the availability or accessibility of BAFoundation Inc or promise that your access to BAFoundation Inc, the content on it or the services we provide will be delivered uninterrupted, timely or error-free;
2. b) We are not responsible for any data or information uploaded by any Users including any content posted, uploaded or published on BAFoundation Inc. It is your responsibility to make backup copies of any of the content you post, upload or publish on BAFoundation Inc and we strongly recommend that you do so;
3. c) We make no promises in respect of any harm that may be caused by the transmission of a computer virus, worm, time bomb, Trojan horse, cancelbot, logic bomb or any other form of programming routine designed to damage, destroy or otherwise impair a computer’s functionality or operation including transmission arising from your download of any content, the software you use to download the content, BAFoundation Inc. or the server(s) that make it available. In this respect, you agree that it is your responsibility to install suitable anti-virus and security software on your computer hardware and other devices to protect against any such bugs, viruses or other such harmful programming routines. Any content downloaded or otherwise obtained through the use of BAFoundation Inc. is done at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such content;
4. d) Whilst we hope that you will find the websites linked to on BAFoundation Inc. of interest, no responsibility of any nature whatsoever is accepted for any such links or any information contained in them.

4.2 If you are dealing with us and Campaign Owners as a Community Member, you have certain rights, including in relation to the Rewards that you receive from Campaign Owners. Nothing in these Terms will reduce these legal rights. For further information about your legal rights, please contact your local authority Trading Standards Department or Citizen’s Advice Bureau.

4.3 There are certain liabilities which we cannot exclude by law and nothing in these Terms excludes or limits our liability for the following:

4.3.1 for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation; or

4.3.2 any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude its liability.

4.4 We will not be responsible or liable if we are prevented or delayed from complying with our obligations under these Terms by anything you (or anyone acting on your behalf) does or fails to do or due to events or circumstances beyond our reasonable control (as further detailed in paragraph 9.3 of this Section E).

4.5 Subject to paragraph 4.3 of this Section E:

4.5.1 IF YOU ARE A COMMUNITY MEMBER THEN IF EITHER WE OR YOU FAIL TO COMPLY WITH THESE TERMS, NEITHER OF US SHALL BE RESPONSIBLE FOR ANY LOSSES THAT THE OTHER SUFFERS AS A RESULT, EXCEPT FOR THOSE LOSSES WHICH ARE A FORESEEABLE CONSEQUENCE OF THE FAILURE TO COMPLY WITH THESE TERMS. LOSSES ARE FORESEEABLE WHERE THEY WERE CONTEMPLATED BY YOU AND US AT THE TIME YOU ACCEPT THESE TERMS; AND

4.5.2 IF YOU ARE A CAMPAIGN OWNER THEN WE WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THE CONTRACT FOR:

(a) ANY LOSSES RELATED TO ANY BUSINESS OF YOURS INCLUDING BUT NOT LIMITED TO LOST DATA, PROFITS, REVENUE, SAVINGS, BUSINESS, OPPORTUNITY, GOODWILL, REPUTATION, BUSINESS INTERRUPTION OR ANY PURE ECONOMIC LOSS (IN EACH CASE, WHETHER SUCH LOSS IS DIRECT OR INDIRECT); OR

(b) ANY FORM OF INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS,

IN EACH CASE FOR (a) AND (b), HOWEVER ARISING; AND

(c) ANY DIRECT LOSS (FOR WHICH LIABILITY IS NOT EXPRESSLY EXCLUDED IN THESE TERMS) IN EXCESS OF THE TOTAL AMOUNT OF FEES WE HAVE RECEIVED IN RESPECT OF THE CAMPAIGN TO WHICH YOUR CLAIM RELATES (WHETHER IN RESPECT OF A SINGLE EVENT, SERIES OF CONNECTED EVENTS OR OF UNCONNECTED EVENTS); OR IF NO FEES WERE PAID, IN EXCESS OF £100.

5. Indemnity

5.1 You agree only to use BAFoundation Inc. in accordance with these Terms. You agree that you will compensate us (and our employees, officers, agents and suppliers) in full for any damages, losses, costs and expenses, including reasonable legal fees we incur that arise out of any breach by you of these Terms (including as a result of any UGC that you post to BAFoundation Inc or any actions you take which disrupt access to and/or the functioning of BAFoundation Inc.) or any liability we incur as a result of the use of BAFoundation Inc. by you and any other person that uses your account with your permission or as a result of your negligence.

6. Copyright complaints

6.1 We respect the intellectual property rights of others, and we prohibit Users of BAFoundation Inc. from submitting, uploading, posting or otherwise transmitting any materials that infringe or violate another person’s intellectual property rights.

6.2 It is our policy to comply with clear notices of alleged copyright infringement. If you wish to submit a notice of alleged copyright infringement or a counter-notice, please contact us using the details provided in paragraph 11 of this Section E.

6.3 Additionally, it is our policy to terminate usage rights and any applicable accounts of Community Members we determine to be repeat infringers of others’ copyrights. Please see paragraph 3.2 of Section D for further details.

6.4 Content hosted on third-party websites accessible from BAFoundation Inc. is the responsibility of those websites, and not our responsibility. If you are the copyright owner of content hosted on a third-party website, and you have not authorised the use of your content, please contact the administrator of the hosting Website directly to have the content removed.

7. General complaints and requests for further information

7.1 We want to give you great customer service but sometimes things do go wrong. We can usually resolve most issues quickly, so please email us to tell us how we can help.

7.2 If you have any general complaints or wish to request further information about BAFoundation Inc., please contact us via email or by post to the address set out under paragraph 11 of this Section E, Contact us, and we will do our best to resolve these.

Any complaint made will be acknowledged within 48 hours. We deal with all promptly and fairly, seriously and will investigate the matter fully. If the complaint concerns an individual, the complaint will not be investigated by the person who the complaint relates to. We will write to you with the outcome of our investigation within 8 weeks of the complaint being received. As rewards-based crowdfunding and the sale of Community Shares do not come within the jurisdiction of the Financial Ombudsman Service, you will not be able to refer your complaint to this body.

8. Written communications

8.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using BAFoundation Inc., you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on BAFoundation Inc. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

9. General

9.1 Severability. If any part of these Terms is found to be unenforceable as a matter of law, all other parts of these Terms will not be affected and shall remain in force. For the avoidance of doubt, should these Terms or any part of them be deemed void or voidable, this shall not affect the validity of any licence provided under these Terms (including for use of your UGC).

9.2 Entire Agreement. These Terms govern our relationship with you and represent our entire agreement with you.

9.3 Events or circumstances beyond our reasonable control. If we are prevented or delayed from complying with our obligations under these Terms by anything you (or anyone acting on your behalf) does or fails to do or due to events or circumstances beyond our reasonable control, we will not be deemed to be in breach of contract. Such circumstances include, but are not limited to, fire, flood and other acts of God, strikes, trade disputes, lockouts, restrictions of imports or exports, riot, accident, disruption to energy supplies, civil commotion, acts of terrorism or war.

9.4 References to ‘including’ and other similar expressions. In these Terms, words that appear after the expression ‘include’, ‘including’, ‘other’, ‘for example’, ‘such as’ or ‘in particular’ (or any similar expression) will not limit the meaning of the words appearing before such expression.

9.5 Assignment. You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

9.6 Waiver. If you breach these Terms and we choose to ignore your breach, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach the Terms again.

9.7 Exclusion of third party rights. These Terms do not create any right enforceable by any person who is not a party to them or any Contract made under them, except that the provisions of these Terms may be enforced by any of our licensors.

9.8 Language. These Terms may be presented to you in more than one language. However, the English language version of these Terms shall prevail. All contracts made under these Terms will be concluded in English.

9.9 Territory. BAFoundation Inc is controlled and operated from the United Kingdom. If you choose to access BAFoundation Inc from the United States, we make no representation that the content and operation of BAFoundation Inc will comply with local laws.

9.11 Nothing in paragraph 9.10 of this Section E shall deprive Community Members of the right to bring or defend proceedings in their home state nor of the protection afforded to them by the mandatory rules of law of the country in which they live.

10. Changes to these Terms and to BAFoundation Inc.

10.1 We may make changes to these Terms at any time by sending you an email with the modified Terms or by posting a copy of them on BAFoundation Inc. Any changes will take effect seven days after the date of our email or the date on which we post the modified terms on BAFoundation Inc, whichever is the earlier. If you continue to use BAFoundation Inc after that period has expired, it means that you accept any such changes. For this reason, please periodically check the pages on which we post our Terms. If you do not agree to the changes, you must cease using BAFoundation Inc.

10.2 We reserve the right to change, suspend or discontinue the BAFoundation Inc website and/or the service we provide through it (including the availability of any feature, functionality database or content) at any time and for any reason. We may also introduce or remove limits on certain features or restrict your access to all or certain parts of BAFoundation Inc without notice to you and without incurring any liability.

11. Contact us

11.1 BAFoundation Inc. Limited is a company incorporated in the United States. Our registered office address is BAFoundation Inc., 2515 Glenwood rd., Suite 13, Brooklyn, New York, 11210 New York, New York. Contact us via email.

Our registered company number is EIN 076-64-3265