Platform Terms of Use
Not yet reviewed by a solicitor. These terms apply as written, but are pending professional legal review and will be revisited on incorporation.
These terms govern your access to and use of the Umbwela platform. By creating an account, ticking "I agree", or using the platform, you accept these terms in full. If you do not agree, do not create an account and do not use the platform.
1. Who we are and what these terms cover
The Umbwela platform (the "Platform") is currently operated by David Manning, a sole trader based in Brisbane, Australia, trading as Umbwela, and may in future be operated by a company formed for that purpose, in any jurisdiction ("Umbwela", "we", "us", or "our"). These terms are a contract between you and us, and govern your use of the Platform. They do not govern the separate agreements a project's members enter into with one another (the Non-Disclosure Agreement, Contributor Agreement, and Project Governance Agreement). Each project's agreements are between that project's members. We are not a party to them in any capacity and are not a member of any project. We take part, through the Umbwela project, a project on the Platform, in every other project, once it is published, as a partner, on the terms in clause 5.6, and we hold intellectual property in contributions as custodian under each project's Contributor Agreement, on the terms in clause 5.4.
2. Eligibility and your account
2.1 You must be at least 18 years old and able to enter into a binding contract to use the Platform. Where you use the Platform on behalf of an organisation, you confirm you are authorised to bind it, and "you" means that organisation.
2.2 You are responsible for the information you provide, for keeping your login details secure, and for everything done through your account. You must give accurate information and keep it up to date. Tell us promptly if you believe your account has been misused.
3. The Platform is provided "as is"
3.1 We provide the Platform on an "as is" and "as available" basis. We do not promise that it will be available, uninterrupted, secure, error-free, or fit for any particular purpose, or that any information on it is accurate or complete.
3.2 We may change, suspend, limit, or withdraw the Platform or any part of it, at any time and without notice or liability. We are not obliged to store, back up, or return any data or content.
4. Your responsibilities and acceptable use
4.1 You agree to use the Platform lawfully, honestly, and in good faith, and to help keep it clean and trustworthy. In particular, you must not:
(a) break any law, or infringe anyone else's rights, including intellectual property, privacy, or confidentiality rights;
(b) post or share anything unlawful, fraudulent, misleading, defamatory, obscene, harassing, hateful, or harmful;
(c) misrepresent yourself, your work, your contributions, or your dealings with other users, or attempt to manipulate, falsify, or game the ledger, tokens, approvals, or any part of the Platform;
(d) interfere with, disrupt, probe, or attempt to gain unauthorised access to the Platform or its systems; or introduce any malicious code;
(e) scrape, harvest, copy, reverse-engineer, or extract data or content from the Platform except as we expressly allow; or
(f) use the Platform to harm, defraud, or take unfair advantage of us or any other user.
4.2 You are solely responsible for your content, your conduct, your projects, and your dealings with other users. We may (but need not) monitor, review, or remove content, and may report unlawful activity to the authorities.
5. The Platform is only infrastructure
5.1 The Platform is a tool that lets users record contributions, form projects, and enter into agreements with one another. We are not a party to those agreements in any capacity, do not employ, endorse, verify, vet, or supervise any user, and take no responsibility for any user, project, contribution, token, decision, or outcome.
5.2 Any dispute between users — including about contributions, tokens, ownership, or a project — is between those users. We are not responsible for resolving it and are not liable for it. We take part, through the Umbwela project, a project on the Platform, in every other project, once it is published, as a partner; that participation is governed by clause 5.6.
5.3 Platform decisions. We decide platform matters: who may use the Platform and take part in projects on it, what the Platform records and displays, and whether these terms have been broken and what we do about it. Our decisions on platform matters are final for the purposes of the Platform. We make them in good faith, reasonably, on the information available to us, and not to favour our own interest as a partner in any project. We give reasons where we lawfully can, and you may ask us to reconsider. We do not decide disputes between users about their legal rights; those are for the users and the courts, and we will give effect on the Platform to any final court order.
5.4 Custodian. We accept the role of custodian under each project's Contributor Agreement. We hold the intellectual property rights assigned to us under that agreement, and under clause 5.8, as a bare trustee for everyone whose tokens are recorded in that project's ledger from time to time, in the proportions recorded there. We take no benefit from them for ourselves, other than through the Umbwela project's recorded tokens as a partner, and deal with them only as that agreement directs.
5.5 Project information. We keep each project's non-public information confidential and use it only to operate the Platform, unless the law requires otherwise.
5.6 Partners. A partner takes part in a project by providing a service through the Platform and is paid in that project's tokens. A partner is not a party to the project's agreements and is not a member of the project; it has no vote and no part in approvals or governance. Its tokens are recorded in the project's ledger on the same footing as a member's, and the custodian holds the project's intellectual property for everyone whose tokens are recorded there, partners included. The project's members owe the duty in clause 7.3 of the Project Governance Agreement to everyone who holds tokens recorded in that ledger and is not a member, including a partner, a former partner and a person invited to the project who has not accepted its agreements, and each of them may enforce it. We take part, through the Umbwela project, a project on the Platform, in every other project, once it is published, as a partner on these same terms.
5.7 Partner confidentiality. If you provide a service to a project, you will keep that project's non-public information in confidence, use it only to deliver the service, share it only with your personnel and contractors who need it and are bound by equivalent obligations, and return or destroy it when the service ends. This promise is made to us and to the members of that project, each of whom may enforce it directly; clause 17.2 is subject to this clause.
5.8 Partner deliverables. If you deliver a work to a project through the Platform and are paid tokens for it, you assign to us, as custodian under that project's Contributor Agreement, the intellectual property rights in that work, and we hold them on the trust in clause 5.2 of that agreement, which applies to them as it applies to Contributions. The assignment takes effect when the ledger records the payment for the work or, if later, when the work is created, and applies to future rights as they arise, to the fullest extent permitted by law. To the maximum extent permitted by law, you waive the moral rights you may have in that work, including rights of attribution and integrity. Material you owned before, or created outside the engagement, stays yours; you grant the custodian and any company the project becomes a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, modify and sub-license it as part of the work. You will, at our reasonable request, do anything needed to confirm or perfect the rights assigned under this clause, and you irrevocably appoint us as your attorney to execute any confirmatory assignment on your behalf if you do not do so within a reasonable time of being asked. Capacity such as premises or equipment carries no rights to the project. Where the partner is the Umbwela project, this clause applies in the same way to a work it delivers to another project through the Platform, and only to such a work; it never reaches the Platform itself or anything else described in clause 8.1.
6. Tokens are not money or investments
Tokens on the Platform are a record of contribution to a project. They are not money, currency, shares, securities, or a financial investment, they carry no promise of payment, profit, or return, and they have no monetary value guaranteed by us. We give no assurance about what any token will ever be worth or become. Anything you do in connection with tokens, contributions, or projects is at your own risk.
7. No advice
Nothing on the Platform, and nothing we provide, is legal, financial, tax, investment, or other professional advice. You are responsible for taking your own advice before acting.
8. Intellectual property
8.1 The Platform, and all software, text, design, graphics, trademarks, and other content we provide (other than user content), belong to us or our licensors and are protected by law. We grant you a limited, personal, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose while these terms apply. We reserve all other rights.
8.2 You keep ownership of the content you create, subject to any project agreement you enter into and to clause 5.8. You grant us a worldwide, royalty-free licence to host, store, copy, display, and use your content only as needed to operate and provide the Platform. If you give us feedback or suggestions, we may use them freely without obligation to you.
8.3 Copyright complaints. If you believe something on the Platform infringes your copyright, email support@umbwela.com with: your name and contact details; the work you say is being infringed; where the material is on the Platform (a link, or the nickname, project or partner it appears under); a statement that you believe in good faith that the use is not authorised by you, your agent or the law; a statement that the information in your notice is accurate and that you own the copyright or are authorised to act for its owner; and your signature (typing your full name is enough). We will review each notice and, where it is valid, remove or disable access to the material and tell the person who posted it.
8.4 If material you posted is removed and you believe that was a mistake, email us at the same address explaining why, and we will reconsider. We will end the account of anyone who repeatedly infringes others' copyright, under clause 13.1.
9. Third parties
The Platform may link to or rely on third-party sites or services. We do not control them and are not responsible for them, and your use of them is at your own risk and subject to their terms.
10. Disclaimers
To the fullest extent permitted by law, we exclude all warranties, conditions, representations, and terms that would otherwise apply to the Platform, whether express or implied, including any implied terms of satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement. We are not responsible for any loss of, or inability to access, data or content.
11. Limitation of liability
11.1 To the fullest extent permitted by law, we are not liable to you for: any indirect or consequential loss; any loss of profit, revenue, business, opportunity, goodwill, tokens, data, or anticipated savings; or any loss arising from your use of, or inability to use, the Platform, from the conduct of any other user, or from any project, contribution, token, or agreement.
11.2 To the fullest extent permitted by law, our total liability to you for all claims arising out of or in connection with the Platform or these terms, whether in contract, negligence, or otherwise, is limited in aggregate to the greater of (a) the total amounts you paid us, if any, in the twelve months before the event giving rise to the claim, and (b) two hundred Australian dollars (AUD 200).
11.3 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.
12. Your indemnity to us
To the fullest extent permitted by law, you will indemnify and hold us harmless from and against all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Platform, your content, your projects, your dealings with other users, or your breach of these terms or of any law or third-party right.
13. Suspension and termination
13.1 We may suspend, restrict, or end your access to the Platform if you break these terms, to comply with the law, or to protect the Platform or its users. Where practicable we will tell you why first. Suspending or ending your access never removes the tokens you hold. While your access is suspended, or after it has ended, you cannot claim approved tokens you have not yet claimed, and any still unclaimed when the project incorporates are lost, as that project's agreements say.
13.2 You may stop using the Platform at any time. On termination, your licence to use the Platform ends. Any terms that by their nature should survive — including clauses 4 to 12 and 14 to 16 — continue to apply. Tokens recorded to you in a project, and the ledger record of them, are dealt with under that project's agreements and clause 5.6.
14. Changes to these terms
We may change these terms at any time. The updated terms take effect when we post them or otherwise make them available, and your continued use of the Platform means you accept them. Where you are a consumer, we will take reasonable steps to notify you of material changes.
15. Privacy
We handle personal data in accordance with our Privacy Policy, which forms part of these terms. By using the Platform you acknowledge that we process personal data as described there.
16. Assignment
We may assign, transfer, novate, or subcontract any of our rights or obligations under these terms, including to any successor entity that takes over operation of the Platform, in any jurisdiction, without your further consent. You may not assign or transfer any of your rights or obligations without our prior written consent.
17. General
17.1 These terms, together with our Privacy Policy, are the entire agreement between you and us about your use of the Platform, and replace any earlier understanding on that subject; but nothing limits liability for fraud.
17.2 Except as clause 5.7 says, a person who is not a party to these terms has no right to enforce them.
17.3 If any provision is held to be invalid or unenforceable, it is modified to the minimum extent necessary or, if that is not possible, severed, and the rest continues in full force. A failure or delay in enforcing any provision is not a waiver of it.
17.4 Nothing in these terms creates any partnership, joint venture, employment, or agency relationship between you and us. We are not liable for any failure or delay caused by events beyond our reasonable control.
17.5 These terms are governed by the laws of Queensland, Australia, and the courts of Queensland have exclusive jurisdiction, except that we may bring proceedings to protect the Platform or our rights in any court of competent jurisdiction.
18. Your statutory rights
If you are a consumer, nothing in these terms affects your legal rights that cannot be excluded or limited by agreement, including your rights under the Australian Consumer Law or the consumer law of the country where you live. Where any term of these terms conflicts with such a right, that right prevails to the extent of the conflict.
By ticking "I agree" or creating an account, you confirm that you have read, understood, and agree to be bound by these Platform Terms of Use.
Last updated: 7 October 2026.