TERMS AND CONDITIONS FOR THE SALE OF ECOSWAP GIFT CARDS AND
THE SUBSEQUENT REDEMPTION OF THE ECOSWAP GIFT CARDS FOR DIGITAL CONTENT

These Terms and Conditions (“the Terms”) apply to
your purchase of a EcoSwap Gift Card and to your redemption of the EcoSwap Gift Card
for Digital Content on the EcoSwap Website. 
They apply to the exclusion of any other terms that you seek to impose
or incorporate, or which are implied by law, trade custom, practice, or course
of dealing and form a contract between you and us. The contract is the entire
agreement between you and us in relation to its subject matter. You acknowledge
that you have not relied on any statement, promise or representation or
assurance or warranty that is not set out in the contract.

For the purposes of these Terms “we”,
“us”, “our” refer to EcoSwap Group Limited, a company incorporated
in England and Wales under company number 14124002 and having its registered
office at 1 Poole Street, London, England, N1 5EB who own the EcoSwap Trademark. And “you” and
“your” refer to you the user of the EcoSwap Gift Card unless the
context clearly indicates otherwise.

If you wish to contact us, then please contact our customer
service team at info@EcoSwap.uk

The following definitions shall have the following meanings
when used in these Terms:

“Code” means the number or sequence of numbers or
alphanumeric characters that is: (i) linked to the barcode printed on a
physical EcoSwap Gift Card; (ii) printed on a receipt; or (iii) contained within
an email, SMS or displayed on a website.

‘Activate’ or ‘Activation’ means the Activation of the Code
on our website to enable you to redeem the Digital Content.

“Digital Content” means the digital codes that you can
redeem your Code against on the EcoSwap Website that are offered by Participating
Retailers which shall enable you to make purchases from that Participating
Retailer.

“Participating Retailer” means a retailer that has agreed to
supply digital content on our website as part of the EcoSwap Gift Card Programme.

“EcoSwap Gift Card” means a Code that is either contained
within a physical gift card; (ii) printed on a receipt; or (iii) contained
within an email, SMS or displayed on a website. 

“EcoSwap Gift Card Programme” means the closed loop gift card
programme operated by us which allows you to (i) purchase EcoSwap Gift Cards; and
(ii) redeem EcoSwap Gift Cards for Digital Content from Participating Retailers.

“EcoSwap Website” means www.EcoSwap.uk, which is operated by
us.

1. THE CODE

1.1 The use of the Code is subject to these Terms, as may be
varied by us from time to time. We will ensure that the applicable and
up-to-date Terms are freely accessible on the EcoSwap Website. Purchase of the EcoSwap
Gift Card and registration of the Code constitutes your acceptance of the
Terms.

1.2 Except in accordance with statutory rights, the Code is
non-rescindable, non-refundable, non-transferable, and cannot be exchanged for
cash.

1.3 The Code cannot be replaced if lost, stolen or damaged.

1.4 The Code will automatically expire 12 months from date
of purchase, and any balance remaining on the Code at that time will be
cancelled.

1.5 The Code cannot be redeemed directly with any
Participating Retailer.

1.6 We cannot be held responsible for the unauthorised use
of the Code where the Code number has been knowingly or unknowingly disclosed
to another party. We take no responsibility for any loss you may incur as a
result of Code theft, impersonation, or identity fraud.

1.7 We reserve the right to take appropriate action,
including the cancellation of the Code or any remaining Code balance if, at our
discretion, we deem such action necessary; this includes where fraudulent
activity is known or suspected, or we have legal, regulatory, or other objectively
justifiable reason. This does not affect your statutory rights.

2. REDEMPTION

2.1 The Code can be redeemed for Digital Content to the
value of the balance on the EcoSwap Gift Card. If the value of Digital Content
you select is less than balance on the EcoSwap Gift Card, no change will be given
but the balance may be used for future purchases.

2.2 The up–to-date list of Participating Retailers is
published on the EcoSwap Website; the Digital Content featured may change from
time to time.

2.3 Our display of Digital Content does not constitute a
legally binding offer by us.

2.4 Digital Content supplied shall be subject to the
Participating Retailer’s own applicable terms and conditions for that Digital
Content, which will be made clear on the EcoSwap Website at point of selection.

2.5 As part of the redemption process, you will be required
to provide details of a nominated email address and/or mobile phone number to
which the selected Digital Content is to be sent. It is your responsibility to
ensure the accuracy of the email address and/or mobile phone number given, and
thereafter to ensure that email address and/or mobile phone number is monitored
for the delivery of the Digital Content.

2.6 Once you have selected the Digital Content that you wish
to exchange the Code for, have provided a nominated email address and/or mobile
phone number for delivery and confirmed your redemption choice, then you have
placed a binding order for that Digital Content.

2.7 Our confirmation of receipt of your order by email
constitutes our acceptance of your order at which point, we are contractually
obliged to supply you that Digital Content.

2.8 In the event that we accept your order but are unable to
supply the Digital Content, we will inform you of this as soon as possible.

3. DELIVERY OF A DIGITAL GIFT CODE

3.1 Delivery of Digital Content should be achieved to the
nominated email address and/or mobile phone number within one (1) business day
of you redeeming your Code on the EcoSwap Website, subject to availability of
stock. We and the Participating Retailers make every effort to deliver Digital
Content within the anticipated timescales, however delays are occasionally
inevitable and time for delivery will not be of the essence. We will endeavour
to keep you informed, to the nominated email address, of any delay expected or
any force majeure event which may affect delivery.

3.2 Risk and title to the Digital Content shall pass to you
upon delivery of the Digital Content.

3.3 We cannot take any liability for any lost, stolen or
damaged digital gift codes once responsibility of ownership has passed to you
at time of delivery.

3.4 We will not be liable for any defects in any goods or
services purchased using Digital Content which we have supplied. Any queries or
complaints about such goods or services should be addressed to the relevant
Participating Retailer.

3.5 We will not be liable for the conduct or actions of any
Participating Retailer. The funds on Digital Content are not covered by the
Financial Services Compensation Scheme. In the unlikely event of a
Participating Retailer (the issuer of any selected Digital Content) becoming
insolvent or ceasing business the funds on the Digital Content may not be
available to spend. There is no obligation on us to replace or exchange any
previously issued unspent digital gift codes.

4. RETURNS PROCEDURE

4.1 We hope that you will be completely satisfied with your EcoSwap
Gift Card and the experience we offer. However, it may be necessary to return
your EcoSwap Gift Card, the Code or the Digital Content supplied in some limited
circumstances. Other than as required by law we have no general policy of
accepting returns.

4.2 The limited circumstances in which EcoSwap Gift Card, the
Code or Digital Content may be exchanged by us are:

    (i)  the EcoSwap Gift Card or Code issued is faulty,
and/or proves unredeemable; or

 (ii)  the Digital Content issued is incorrect.

4.3 If the Code has been redeemed via the EcoSwap Website or
if the Digital Content supplied has been spent, or partially spent, then we
cannot entertain a return or exchange of that item.

5. LIABILITY

5.1 We are responsible to you for foreseeable loss and
damage caused by us for any breach of these Terms or for our negligence, but we
are not responsible for any loss or damage that is not foreseeable. Loss or
damage is foreseeable if either it is obvious that it will happen or if, at the
time the contract was made, both we and you knew it might happen.

5.2 We do not exclude or limit in any way our liability to
you where it would be unlawful to do so. This includes liability for death or
personal injury caused by our negligence or the negligence of our employees,
agents, or subcontractors; for fraud or fraudulent misrepresentation; for
breach of your legal rights in relation to the EcoSwap Gift Card, the Code, or
the Digital Content.

5.3 We are not liable for indirect losses. We will have no
liability to you for any loss of profit, loss of business, business
interruption, or loss of business opportunity or for any other special,
indirect, or consequential loss.

6. GENERAL

6.1 We will take all reasonable precautions to keep the
details of your EcoSwap purchase and registration secure and will at all times adhere
to our published Privacy Policy and our legal responsibilities for data
security and the protection of your rights as a data subject, but, unless we
are negligent, we are not liable for losses as a result of unauthorised access
to information (including as a result of incorrect delivery particulars)
provided by you.

6.2 We warrant that any information we receive or collect,
in relation to the EcoSwap Gift Card and use of the EcoSwap website, will not be
sold, or supplied to any third party or used for any purpose other than the
processing and registration of the Code, internal administration and analysis,
or any opted into marketing information regarding EcoSwap or third parties EcoSwap
chooses to promote.

6.3 We hereby exclude the application of the Contracts
(Rights of Third Parties) Act 1999 to each, and every contract made under the
Terms.

6.4 We may transfer this agreement to someone else. We may
transfer our rights and obligations under these terms to another organisation.

6.5 If a court finds part of this contract illegal, the rest
will continue in force. Each of the paragraphs of these terms operates
separately. If any court or relevant authority decides that any of them are
unlawful, the remaining paragraphs will remain in full force and effect.

6.6 Even if we delay in enforcing this contract, we can
still enforce it later. If we do not insist immediately that you do anything
you are required to do under these terms, or if we delay in taking steps
against you in respect of your breaking this contract, that will not mean that
you do not have to do those things and it will not prevent us taking steps
against you at a later date. For example, if you miss a payment and we do not
chase you, but we supply you with the Products, we can still require you to
make the payment at a later date.

6.7 The Terms are subject to the laws of England and Wales,
and the exclusive jurisdiction of the English Courts.