1.    Introduction
    1    These terms and conditions (“Terms”) govern the sale by The Ocean Bottle Ltd, a company incorporated and registered in England and Wales with company number 11235061 whose registered office is at 3rd Floor, 39 Tabernacle Street, London, England, EC2A 4AA (“Ocean Bottle”, “we”, “us”), and the purchase by you (“Purchaser”, “you”) of Philantropica Products (as defined below).
    2    By placing an order to purchase a Philantropica Product (as defined below), you confirm that you have read, understood and agree to be bound by these Terms.
    2.    Nature of the products
    1    “Philantropica Products” comprise limited-edition bottles and other goods that bear the ‘Philantropica’ branding and are offered as premium collectible items by Ocean Bottle.
    2    Philantropica Merch Products are not intended for functional or operational use (including as water bottles or equipment) and are supplied for collection, display and visual enjoyment only. Use of them is undertaken entirely at the Purchaser’s and/or user’s own risk.
    3.    Philantropica Products may vary from promotional images and video, and Ocean Bottle reserves the right to make reasonable modifications to design, materials, packaging, colour and finish.
    4.    Pricing, availability and orders
    1    Ocean Bottle offers the following limited-edition Philantropica Products:
    1    the ‘Philantropica Original’, limited to one thousand  units (1,000) at a total price of USD $3,500 per unit;
    2    the ‘Philantropica Reserve’, limited to three (3) units at a total price of USD $3,000,000 per unit;
    3    the ‘Philantropica Flavour Pack’ at a subscription total price of USD $500 per unit per month;
    4    the ‘Beach towel pack’, limited to ten (10) units at a total price of USD $8,000 per unit;
    5    the ‘SPF50 pack’, limited to ten (10) units at a total price of USD $8,000 per unit;
    6    the ‘Scented Candle’, limited to ten (10) units at a total price of USD $4,000 per unit;
    7    the ‘6 pack’, limited to zero (0) units at a purchase total price of USD $25,000 per unit;
    8    the ‘Cooler’, limited to five (5) units at a purchase total price of USD $40,000 per unit;
    9    the ‘Fire Extinguisher’, limited to five (5) units at a total price of USD $40,000 per unit;
    10    the ‘Bumper Sticker’, limited to two (2) units at a total price of USD $60,000 per unit;
    11    the ‘Vending Machine’, limited to one (1) unit at a total price of USD $400,000 per unit;
    12    the ‘Cap’, limited to one hundred (100) unit at a total price of USD $300 per unit;
    13    the ‘Tee’, limited to one hundred (100) unit at a total price of USD $300 per unit; and
    14    the ‘Sticker’, limited to one hundred (100) unit at a total price of USD $100 per unit.
    2    All Philantropica Products are offered subject to availability on a first-come, first-served basis based on the date and time of payment received in full. Ocean Bottle reserves the right, at its sole discretion, to refuse any order, cancel any transaction, limit quantities per customer or amend release schedules.
    3    Ocean Bottle may offer additional or ancillary Philantropica Product merchandise (including, without limitation, items such as yacht bumper stickers, scented candles, or novelty equipment), all of which may be limited in quantity and subject to bespoke production constraints.
    4    Orders may be subject to verification, including identity checks, source-of-funds checks and other due diligence requirements, and Ocean Bottle reserves the right to decline or cancel any order where such requirements are not satisfied.
    5    Prices are stated exclusive of any applicable taxes, duties or import charges unless expressly stated otherwise, and the Purchaser shall be responsible for all such amounts.
    6    Payments may be collected and processed on behalf of Ocean Bottle by a third-party payment service provider, including Prism The Gift Fund (company number 04677253 and charity number 1099682) (“Prism”), a UK-registered charity acting as a payment collection and charitable administration partner. Where applicable, Prism may receive, hold and administer funds through its collective fund structure in accordance with its charitable objects and regulatory obligations.
    7    Payment to Prism shall be deemed payment to Ocean Bottle for the purposes of the Purchaser’s contractual obligations in purchasing any Philantropica Products. In certain circumstances, a portion of funds may be treated and administered as charitable contributions within Prism’s infrastructure, including being subject to applicable charity law, governance and compliance requirements (including, where applicable, Gift Aid and donor verification procedures).
    8    The Purchaser acknowledges that Prism operates independently as a regulated charity and that Ocean Bottle does not control Prism’s governance or regulatory obligations. The Purchaser may be required to comply with additional terms, disclosures or verification requirements imposed by Prism (including know-your-customer and anti-money laundering checks), and Ocean Bottle shall not be responsible for delays, restrictions or actions arising from Prism’s compliance obligations. Ocean Bottle shall not be responsible for delays or errors caused by payment intermediaries, including Prism.
    9    By completing a purchase, the Purchaser acknowledges and agrees that:
    1    the Philantropica Products are limited-edition collectible items, acquired primarily for their symbolic and collectible value and not for any functional or practical use;
    2    any references to environmental or charitable impact in associated materials are illustrative only and do not form part of the contractual description of the Philantropica Products;
    3    all sales are final and, to the fullest extent permitted by applicable law, the Philantropica Products are non-refundable and non-exchangeable;
    4    the Purchaser has no right to cancel, return or obtain a refund for the Philantropica Products once an order has been placed and accepted, except where such rights cannot be excluded under applicable law (including in respect of faulty or misdescribed goods); and
    5    to the extent any portion of the purchase price is allocated to charitable or philanthropic initiatives, the Purchaser acknowledges that such portion is irrevocable and shall not be subject to refund under any circumstances..
    6    Title shall pass to the Purchaser upon receipt of all funds due to Ocean Bottle. Risk in the Philantropica Products shall pass to the Purchaser upon delivery or collection.
    5.    The Philantropica fund and impact
    1    Net proceeds from the sale of Philantropica Products (after deduction of costs, expenses and operational overheads) may be allocated through the Philantropica Fund to support a network of environmental and plastic collection initiatives as determined by Ocean Bottle.
    2    The Purchaser acknowledges that payments made in connection with Philantropica Products may comprise both (i) consideration for the purchase of collectible goods and (ii) amounts that may be allocated toward charitable purposes via Prism’s collective fund structure. The exact allocation, treatment, and eligibility for any charitable relief (including Gift Aid) shall be determined in accordance with applicable law and Prism’s requirements. No representation is made that any portion of a payment will qualify as a charitable donation.
    3    Ocean Bottle retains full discretion as to the allocation, timing, location and nature of such initiatives, and contributions may be applied across multiple jurisdictions or projects.
    4    Any impact metrics or reporting are provided on a best-efforts basis using Ocean Bottle’s tracking systems and methodologies and do not constitute a guarantee of specific outcomes.
    5    For the avoidance of doubt, references to ‘bottles collected’ is figurative and used for marketing purposes only. The environmental impact of our collection of plastic waste is calculated by reference to weight of plastic collected, and any stated bottle-equivalent figures are estimates based on average weight ratios rather than actual unit counts.
    6    Where funds are administered through Prism, such funds shall be subject to Prism’s independent governance, compliance procedures and oversight, including regulatory obligations under applicable charity law.
    6.    Tax and legal matters
    1    Any statements regarding tax treatment or potential deductibility are provided for general information only and do not constitute legal, financial or tax advice.
    2    The Purchaser is solely responsible for determining the tax consequences of any purchase and should seek independent professional advice where appropriate.
    3    Ocean Bottle makes no representation or warranty as to the tax treatment of any transaction and disclaims all liability in connection with the same.  
    7.    Data protection and privacy
    1    Ocean Bottle will collect, process and store personal data relating to the Purchaser to the extent reasonably necessary for the performance of these Terms, including order processing, payment handling, delivery, verification, fraud prevention, regulatory compliance and customer support.
    2    Personal data may also be used to provide updates relating to Philantropica initiatives, including progress of plastic collection efforts, impact reporting, product information, events and other relevant communications connected to the Philantropica brand and associated activities, subject to applicable marketing laws. You may opt out of receiving such communications at any time by emailing us at [zach@philantropica.club]
    3    Ocean Bottle shall process personal data in accordance with applicable data protection laws, including the UK General Data Protection Regulation and the Data Protection Act 2018, and shall implement appropriate technical and organisational measures to protect such data.
    4    Personal data may be shared with third parties where reasonably necessary, including Prism (as payment processor and charitable administrator), Shopify (as e-commerce platform provider), Klaviyo (as communications and marketing platform provider), logistics providers, verification and compliance providers, IT service providers and impact partners, in each case subject to appropriate contractual and data protection safeguards.
    5    Personal data may be transferred outside the United Kingdom where necessary, provided that appropriate safeguards are in place in accordance with applicable law.
    6    Personal data shall be retained only for as long as reasonably necessary for the purposes described in these Terms, including to comply with legal, regulatory, accounting or reporting obligations.
    7    The Purchaser has rights in respect of their personal data, including rights of access, rectification, erasure, restriction and objection, subject to applicable law, and may exercise such rights by contacting Ocean Bottle.
    8    Further information regarding the processing of personal data is set out in Ocean Bottle’s privacy policy, as updated from time to time.
    9    Personal data may be processed and stored on third-party platforms (including Shopify and Klaviyo), which may involve transfers outside the United Kingdom or European Economic Area; where this occurs, Ocean Bottle shall ensure that appropriate safeguards are implemented in accordance with applicable data protection laws.
    8.    Use, safety and liability
    1    Certain consumable items (if any) may contain specific ingredients, and Purchasers are responsible for reviewing ingredient information and assessing suitability, including in relation to allergies.
    2    All non-consumable merchandise is supplied “as is” as collectible items only, and no representation or warranty is given as to functionality, safety or fitness for any operational purpose.
    3    Any use of the Philantropica Products beyond display is entirely at the Purchaser’s own risk, and Ocean Bottle shall not be liable for any loss, damage or injury arising from such use, except to the extent that liability cannot be excluded by law.
    9.    Exclusivity and participation
    1    Purchase of a Philantropica Product may confer access to certain exclusive experiences, communications or communities (the “Philantropica Club”), participation in which is at Ocean Bottle’s sole discretion.
    2    Such participation does not confer any ownership, equity, governance or voting rights in Ocean Bottle, the Philantropica Club, the funding activities or any related entity or initiative.
    10.    Intellectual property
    1    All intellectual property rights in and relating to the Philantropica Products, branding and associated materials remain the property of Ocean Bottle and, if relevant, its licensors.
    2    The Purchaser shall not reproduce, commercialise or exploit any such intellectual property without prior written consent.
    3    Marketing and entire agreement
    1    All marketing materials, promotional content, and illustrative materials are provided for general guidance only and do not form part of the Terms.
    2    The Purchaser acknowledges that it has not relied on any statement, representation or warranty not expressly set out in these Terms.These Terms constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, arrangements or understandings.
    11.    Limitation of liability
    1    Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded.
    2    Subject to clause 11.1, Ocean Bottle shall not be liable for any indirect, incidental or consequential loss, including loss of profits, loss of goodwill or loss of opportunity, nor for any perceived failure of environmental or functional expectations.
    3    Ocean Bottle’s total aggregate liability arising out of or in connection with any purchase shall not exceed the price paid for the relevant Product.
    12.    Force majeure
    1    Ocean Bottle shall not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to acts of God, supply chain disruption or governmental action.
    2    If such circumstances persist for a continuous period exceeding six (6) months, Ocean Bottle may cancel affected orders upon written notice with appropriate refunds processed (minus any costs that are unrecoverable, including but not limited to those of Prism).
    13.    Assignment and third parties
    1    Neither party may assign or transfer its rights or obligations under these Terms without the other party’s prior written consent.
    2    A person who is not a party to these Terms shall have no rights to enforce any provision.
    14.    Regulatory and compliance matters
    1    Ocean Bottle and its partners may be subject to legal and regulatory obligations relating to anti-money laundering, counter-terrorist financing, sanctions, and charitable compliance. As such, Ocean Bottle reserves the right to request information from the Purchaser, delay, suspend or cancel any transaction or withhold delivery where reasonably necessary to comply with such obligations.
    2    The Purchaser agrees to provide such information and assistance as may be reasonably required to enable compliance with applicable laws and regulations.
    15.    15. Governing law and jurisdiction
    1    These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by and construed in accordance with English law.
    2    The courts of England and Wales shall have exclusive jurisdiction, save that Ocean Bottle may bring proceedings in any jurisdiction where the Purchaser is located or has assets, or where infringement of its intellectual property rights is alleged