CLIMATE COMMUNITY- COMMERCIAL LICENCE GENERAL TERMS

1. Introduction

  1. 1.1: This page sets out the general customer terms (General Terms) which apply to any Services (as defined below) which Supplier (as defined below) licences or provides to any Client (as defined below) unless Client has entered into a separate written contract with Supplier signed by both parties in respect of the Services.
  2. 1.2:The parties’ agreement for the licensing, use and provision of the Services is made up of: (i) these General Terms; (ii) the Order Form; and (iii) any other written document either issued by Supplier (and expressly referring to and incorporating itself into the agreement) or any amendments or supplements to the agreement signed and agreed in writing between the parties. Together the above documents shall constitute and be known as the Agreement and apply to the contract between the parties to the exclusion of any other terms that Client may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  3. 1.3: When construing the meaning of the Agreement, the documents listed in clause 1.2 shall be interpreted in a reverse order of priority in the event of any inconsistency or conflict, with documents appearing later in the list taking priority over documents appearing earlier in the list. 
  4. 1.4: Any order placed by Client shall only be deemed to be accepted upon Supplier’s signature of, or email agreement to, the Order Form, at which point and on which date the Agreement shall come into existence.
  5. 1.5: These General Terms are published on Supplier’s website. Client should print or save a copy of these General Terms for its records.  Supplier may amend these General Terms from time to time during the Term and will endeavour to provide Client with thirty (30) days’ notice before making the change effective when it does so. Every time Client agrees a new Order Form with Supplier it should check these General Terms to ensure that it understands the terms which will apply to the Agreement at that time. This version one of these General Terms was most recently updated on 26 June 2023. Historic versions may be obtained by contacting Supplier.

2. Interpretation

  • In the Agreement the following definitions and rules of interpretation shall apply:

    Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity;
    Agreement has the meaning given to it in clause 1.2; 
    Authorised Users means those employees and agents of, and independent contractors providing services to, the Client and, where agreed in the Order Form, any of its Affiliates, only who are authorised by the Client to use the Subscription Service, and their ancillary documentation for the Purpose, who have agreed to the terms of the EULA and in respect of whom the Customer has purchased a User Licence;
    Beta Services means any Subscription Service identified as a beta, preview or similar. These also qualify as Free Services; 
    Business Day means any day which is not a Saturday, Sunday, bank or public holiday in England and Wales or the jurisdiction in which Client is incorporated; 
    Commencement Date means the date specified in the Order Form; Commercial License (as used in the EULA) means the Client.
    Commercial Licensee (as used in the EULA) means this Agreement.
    Confidential Information means in relation to either party, any or all information of a confidential nature (whether in oral, written or electronic form) including trade secrets and information (whether or not of commercial value) known and belonging to that party and concerning its business, suppliers, customers, products or services (including without limitation the Subscription Services and their ancillary documentation, any product or feature plans, and the pricing offered by Supplier) and any other information which the recipient knows or is notified or has reason to believe is confidential to the disclosing party. For the avoidance of doubt, no Data posted via the Services will be considered Confidential Information if it is disclosed in a way that contemplates its being publicly accessible or viewable by other Users of the Subscription Services;
    Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company and Controls and Controlled shall be construed accordingly; Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures each have the meaning given to them in relevant UK Data Protection Law; Charges means the applicable charges for the Services from time to time, including the Professional Services Charges and the Subscription Charges; 
    Client means the organisation which has purchased User Licences from Supplier, as specified in the Order Form;
    Client Data means the data, content and images inputted by the Authorised Users or (if applicable) Supplier (or its sub-contractors) on Client’s behalf for the purpose of facilitating Client’s or its Authorised Users’ use of the Software. Client Data shall only be deemed to be the Confidential Information of the Client where it is uploaded or disclosed in a manner that contemplates that it will not be made available or viewable by third parties (other than Client’s Authorised Users). Client Data excludes User Data; 
    Client Equipment means a functioning hardware system and software facilitating access to the following modern and high usage web browsers, namely:  Chrome, Mozilla, Firefox, Safari or MS Edge, for the current version of each such browser (although performance is optimised on Chrome), and internet access, or such other relevant software and/or hardware reasonably notified to Client by Supplier from time to time;  
    Data means data or content available through the Subscription Services, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on or through the Subscription Services; 
    Data Protection Law means all applicable data protection and privacy legislation in force from time to time in the jurisdiction in which Authorised Users are based, including, to the extent applicable, the GDPR; 
    Data Processing Addendum means the data processing addendum which may have been separately entered into by authorised representatives of the parties;
    EULA means Supplier’s standard end-user licence agreement which all Authorised Users are required to sign up to before beginning to use the Services, available here https://climateessentials.com/business_eula/
    EU GDPR: the General Data Protection Regulation ((EU) 2016/679); 
    Free Service means any Service that is provided without a charge; 
    Feedback means any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback on Supplier products or services;
    GDPR means the UK GDPR or EU GDPR, as applicable; 
    General Terms has the meaning given to it in clause 1.1;
    Initial Subscription Term means the initial subscription term set out in the Order Form, which period shall be 12 months unless otherwise specified. Unless otherwise specified the duration of the initial Subscription Term and any Renewal Periods shall be the same for all Subscribed Modules made available to the Client via the Subscription Services; 
    Licence Restrictions means the licence restrictions specified or referred to in the Order Form or elsewhere in the Agreement;
    Marks means: (a) any trade marks, trade names, service marks, trade dress, logos, URLs and domain names; (b) any identifying slogans and symbols; (c) any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and (d) the "look and feel", of a party to this agreement, whether or not registered.
    Order Form means the written quotation for, among other things, licensing and provision of the Services, provided by Supplier to Client; 
    Payment Terms means the payment terms for payment of any Charges. Unless otherwise agreed in the relevant Order Form, these shall entail Charges for any Professional Services being paid up-front in advance (based on the allocated time for specified Professional Services) on the presentation of an invoice, and any relevant Subscription Charges being paid monthly or yearly in advance. All payments must be made by authorised credit card or other approved payment mechanism accepted on the Climate Essentials platform;
    Purpose means Authorised Users accessing and using the Subscription Services to facilitate the reporting and management of carbon data analytics and otherwise making use of any of the functionality offered by the Software (including that contemplated within the Documents) for its functionally contemplated purposes only; 
    Privacy Policy means Supplier’s privacy and cookies notice and policy, available here; https://climateessentials.com/privacy/ has the meaning given to it in clause 1.1;Professional Services means any bespoke professional services to be provided by Supplier to Client (as agreed from time to time or set out in the Order Form), other than the Subscription Services or basic Support, including for example, installation and technical assistance services, on-request upgrades, etc;
    Professional Services Charges means the service charges detailed in the Order Form for any Professional Services, or which Supplier confirms to the Client from time to time in respect of any further agreed Professional Services;
    Product Expert means a product expert, the number of which will be specified in the Order Form; 
    Renewal Period means rolling terms of 12 months (or such other period as Supplier may agree in writing with Client in the Order Form); 
    Retail Prices Index means the index of that name published by the UK Office of National Statistics, or such successor body or successor index as shall apply from time to time in future (so as to most closely mirror that index);
    Sensitive Information means (a) credit or debit card numbers; personal financial account information; national insurance or social security numbers or equivalents; passport numbers; driver’s licence numbers or similar identifiers; passwords; details of racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information defined under the UK Data Protection Legislation as ‘Sensitive Personal Data’ (or any analogous term which may apply from time to time), or any information subject to the US Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information as amended or applicable worldwide from time to time;
    Services means both the Subscription Services and the Professional Services; Order Form Software means Supplier’s software platform, Climate Essentials, which provides Authorised Users access to the Subscribed Modules and which includes any general upgrades released to all customers to which Client is otherwise entitled under the terms of the Agreement; 
    Subscribed Modules means the relevant software application modules to which the Authorised Users will be provided access via the Subscription Services, as described in the applicable Order Form; 
    Subscription Charges means the total amounts specified in the Order Form or otherwise payable in accordance with the terms of the Agreement, to be paid in accordance with the timeframes and other stipulations set out in the Agreement; 
    Subscription Services means hosting of the Software and making it available for access to Authorised Users using Client Equipment via the URL agreed between the parties from time to time, which will re-direct to a Supplier hosted URL or portal; 
    Subscription Term means, in respect of the relevant Subscription Services, the term beginning on the Commencement Date, and continuing for the Initial Subscription Term, and any Renewal Periods (subject to clause 14.3), unless and until the Agreement is terminated in accordance with its terms; 
    Supplier means Climate Essentials Limited (company number 12007941) whose registered office is at Stag Gates House, 63/64 The Avenue, Southampton, Hampshire, United Kingdom, SO17 1XS;
    Support means the second-level support services to be provided by Supplier to the Client’s Product Experts only, for the relevant Subscription Term, and made available, unless otherwise specified, during Supplier’s standard business hours (9am to 5.00pm UK time on Business Days) via telephone or email. Supplier may also provide online support resources for Authorised Users.
    Term means the term of the Agreement as defined in clause 17.1; 
    UK GDPR: has the meaning given to it in the Data Protection Act 2018;User Data means the data, content and images inputted by the Authorised Users (excluding employees and agents of, and independent contractors providing services to, the Client) into the Subscription Services.
    User Data shall only be deemed to be the Confidential Information of the User where it is uploaded or disclosed in a manner that contemplates that it will not be made available or viewable by third parties, e.g. other Authorised Users; and User Licences means the licences issued by Client permitting Authorised Users to access and use the Subscription Services and their ancillary documentation in accordance with the Agreement.  
  • 2.2 Clause headings shall not affect the interpretation of the Agreement. References to clauses are to the clauses of these General Terms.
  • 2.3 Words in the singular shall include the plural and vice versa.
  • 2.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
  • 2.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. Authorised Users

  • 3.1 Client warrants and represents that any information provided to Supplier is complete, accurate and not misleading (including information concerning its Authorised Users and other information providing as part of its account / Agreement setup process), that it will inform Supplier if at any time that information changes whilst Client or its Authorised Users continue to use the Subscription Services and acknowledges that Supplier may rely on such information and not seek to establish its reliability. 
  • 3.2 In particular, where Client is or purports to represent an organisation or entity, the person entering into the Agreement on Client’s behalf warrants and represents that it is entitled to act in this capacity and to bind such organisation or entity (which shall be correctly specified as Client in the relevant Order Form), and perform all actions taken by Client or its Authorised Users via the Subscription Services, including uploading any Client Data to Client’s account (including making it available to other Authorised Users, or publicly available to third parties).
  • 3.3 Client acknowledges that subject to certain limitations, and any limitations set by any Client accounts with specific privileges, Authorised Users have administrative control over their accounts and User Data stored on their own account. Client “super-users” with access to the backend for the Software shall have visibility of the identity of all Subscribing Organisations and Authorised Users and any data stored on Authorised Users’ and/or Subscribing Organisations’ accounts. The Client shall however ultimately have sole responsibility for supervision and observation of the actions of all Authorised Users.
  • 3.4 Supplier but warrants and represents it shall ensure that, at a minimum, its terms with its own Authorised Users must contain restrictions and obligations consistent with those set out in this Agreement which are directly enforceable by Supplier in the event of any breach thereof by an Authorised User. Supplier does not provide legal advice to Client and Client shall not be entitled to rely on this Agreement as setting out exhaustively all terms that are or might be relevant to use of the Services by Authorised Users. 
  • 3.5 Subject to payment and the other restrictions set out in the Agreement, Supplier hereby grants to Client, subject to the Licence Restrictions and subject to other restrictions set out in the Agreement and subject to the EULA applicable to each Authorised User, a non-exclusive, non-transferable right during the Term: (a) to permit the Authorised Users to use the Subscription Services during the Subscription Term of the User Licences for the Purpose; (b) to host the Subscription Services in association with the Client's Marks; (c) to promote the Subscription Services to prospective and actual Authorised Users.
  • 3.6 In relation to the Authorised Users, Client undertakes that: (a) it shall be responsible for compliance by Authorised Users with the terms of the Agreement and the EULA, and for compliance by any Affiliates with the terms of the Agreement, and that the restrictions on Client set out within the Agreement shall, unless the context requires otherwise, equally apply to any such persons; (b) while Client will not, and will ensure that its Authorised Users do not, use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of them; (c) the number of Authorised Users, including Product Experts, shall not exceed the number of User Licences Customer has purchased from time to time and Customer will not permit use by the Authorised Users to exceed the type of User Licence purchased; (d) it will not allow or suffer any User Licence to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Subscription Services and/or their documentation; (e) each Authorised User shall keep a secure password for their use of the Subscription Services and its documentation, and that each Authorised User shall keep his password confidential; (f) it shall permit Supplier to audit the Subscription Services in order to establish, inter alia, the name of each Authorised User; (g) if any of the audits referred to in clause 3.6(f) reveal that Client has exceeded the usage limitations, then without prejudice to any other right to which it may be entitled, Client shall pay Supplier the relevant fees in accordance with Clause 4.7(which may be calculated by reference to the Subscription Charges for additional Authorised Users) within 10 Business Days of the date of the relevant audit; and (h) if any of the audits referred to in clause 3.6(f) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Supplier’s other rights, Client shall promptly disable such passwords and Supplier shall not issue any new passwords to any such individual. 
  • 3.7 The Client may only issue a specified number of User Licences in respect Order Form of Authorised Users, as further specified in the Order Form, by creating Authorised Users within the Subscription Services. All Authorised Users must use the Subscription Services for the Purpose. The Client must not issue User Licences to Authorised Users otherwise than for the Purpose or otherwise circumvent the Subscription Charges such persons would otherwise need to pay for the use of the Subscription Services for other purposes. Supplier shall exercise its sole reasonable discretion in assessing whether the Client has adhered to these restrictions.
  • 3.8 Client must not permit any of its Authorised Users to: (a) be under the legal age to use the Subscription Services in the country the Authorised User resides in (or whose laws apply to them); (b) share with or permit access to any Authorised User’s account by multiple people; (c) operate a service or automated account, where there is not a single human individual responsible for that account; or (d) otherwise breach of the terms its EULA.  If Supplier determines that there has been a breach of this clause, in addition to its other rights, we reserve the right to terminate affected Authorised User accounts or the Agreement as noted below. 
  • 3.9 Client shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Subscription Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property; and Supplier reserves the right, without liability to Client, to disable Client’s access to any material that breaches the provisions of this clause.
  • 3.10 Client shall not, and shall ensure that its Authorised Users shall not: (a) other than as permitted by law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or its documentation (as applicable) in any form or media or by any means; nor attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Subscription Services in order to build a product or service which competes with the Subscription Services; or (c) use the Subscription Services to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or (e) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services, other than as provided under this clause; or (f) interfere with or disrupt the integrity or performance of the Subscription Services or third party data contained therein; or (g) attempt to gain unauthorised access to the Subscription Services or their related systems or networks, including with a view to making alterations to, or modifications of, the whole or any part of the Software, or permitting the Software or any part of it to be combined with, or become incorporated in, any other programs; or (h) use and/or publish any data or graphic relating to the Platform that does not include and/or incorporate a visible watermark referencing the Supplier and/or any other equivalent reference or credit to the Supplier. 
  • 3.11 CUSTOMER AGREES NOT TO USE THE SUBSCRIPTION SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. SUPPLIER WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM CUSTOMER’S AND/OR ITS AUTHORISED USER’S USE OF THE SUBSCRIPTION SERVICES TO COLLECT OR MANAGE SENSITIVE INFORMATION.
  • 3.12 Client shall use best endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or their documentation and, in the event of any such unauthorised access or use, promptly notify Supplier.
  • 3.13 The rights provided under this clause 3 are granted to Client only and shall not be considered granted to any subsidiary or holding company of Client.

4. Services

5. Warranties and Supplier's Obligations

6. Customer's Obligations

7. Third Party Integrations

8. Charges and Payment

9. Advertising, promotions and publicity

10. Proprietary rights and data

11. Data protection

12. Confidentiality

13. Non - Solicitation

14. Indemnity - customer's attention is particularly drawn to this clause

15. Limitation of liability - customer's attention is particularly drawn to this clause

16. Free services and beta services

17. Term and termination

18. General