CLIMATE ESSENTIALS™ Software Platform - Subscribing organisation terms of use

• Not use the Services where you cease to be a “Subscribing Organisation” for the purposes of the Commercial Licence, or an “Authorised User” for the purposes of these Terms; 
• Not to harvest or otherwise collect information about users, including email addresses without their consent, or otherwise access, monitor, or copy any content or information from our Site or our Services using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
• Not to use and/or publish any data or graphic relating to the Services that does not include and/or incorporate a visible watermark referencing us and/or any other equivalent reference or credit to us;
• Not to act illegally or maliciously against our business interests or reputation, or that of other users;
• Not to take any action that might undermine the feedback or rating systems forming part of our Site or our Services;
• Not to, or attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means;
• Not to, or attempt to, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services (or their underlying software), access all or any part of the Services to build a product or service which competes with the Services, 
• Not to, save as expressly permitted in these Terms, licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party;
• Not to access without authority, interfere with, damage or disrupt any part of our Site or Services, any equipment and not to take any action that places excessive demand on our Services, or imposes, or may impose an unreasonable or disproportionately large load, or otherwise disable, overburden or impair (as determined in our sole discretion), our servers or other portion of our infrastructure supporting our Site, network on which our Site is stored, any software used in the provision of our Site or Services or any equipment or network or software owned or operated by any third party; 
• To read and comply with any directions or notices posted on our sites from time to time that are relevant to the provision of the Services;
• To use our Site and Services in compliance with any applicable terms that are relevant to in the context of any organisation or company on whose behalf you are working or whom you may represent when using the Platform, and generally per any legal requirements that may otherwise apply to you; and 
• Not misuse our Site or Services by knowingly introducing viruses, trojans, worms, logic bomb, or otherwise technologically harmful material. You must not attempt to gain unauthorised access to the server on which our Site resides or any server, computer or database connected to our Site or attack our Site via a denial-of-service attack or a distributed denial-of-service attack. 
• Not to use our Services to collect, manage or process Sensitive Data. We will not accept any liability that may result from your or your Authorised Users’ use of the Services to do so. The Services are not designed to comply with industry-specific regulations or other laws relating to industries where financial data or additional Sensitive Data is regularly exchanged, so you may not use the Services otherwise where your communications would be subject to such laws.

By breaching these provisions, you (including your Authorised Users) may commit a criminal offence in the UK or elsewhere. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity and that of the relevant Authorised User to them. 

You agree that you are solely responsible for all costs and expenses you or your Authorised Users may incur in relation to your / their use of the Platform. 

‍Account Administration Subject to these Terms, you are responsible for your Account, your User Data uploaded through it, and, where you are an Authorised User, subject to any responsibility your company or employer may vicariously have for your acts or omissions when using the Platform. By providing any information that relates to a company, you warrant and represent that you are legally authorised to do so. You also warrant and represent that you are legally permitted to deal with any Data you make upload, access, amend or make available via the Platform (either publicly or privately). 

‍Account Security and Login Details You are responsible for keeping your Account secure while using the Service, including maintaining your Account security at the highest possible level and not disclosing credentials to third parties.

We offer tools such as minimum password requirements to help you maintain security, but the content of your Account and its security are up to you. If you suspect that anyone other than you has wrongfully obtained your password, you should immediately reset it and let us know if you suspect any unauthorised, fraudulent or wrongful activity has occurred through your Account. 

You are responsible for all content posted and activity that occurs under your Account, and where you are an Authorised User, subject to any vicarious liability your employer or other organisation may have for your activities or omissions on the Platform.

You accept that we are not liable for any loss or damage from your failure to comply with this security obligation. 

‍Additional Terms and Third-Party Sites and Services

‍Please note that third party' legal terms may apply to your use of our Service. For example, you may be required to agree and adhere to third party terms where, for example, you link to or access independent third-party websites, applications or services (Third-party Services) via our Service. 

You will need to make your own independent judgement regarding your interaction with any Third-party Services including your use or reliance on the Third-party Services or any other data, products or services available through them, and we are not responsible where any failure of the Services is attributable to their integration with such Third-party Services.  The Third-party Services supported by the Services are not guaranteed, may change from time to time, and either you or we must always have a valid third party account or subscription for any such Third-party Services and pay all relevant fees for same (which are not included as part of the Services).  

Note that whilst the Agreement sets out your relationship with us, other parties' terms govern their relationships with you, including any agreements which you may reach with other users of the Platform. 

Whilst we take no responsibility for your adherence to terms relevant to Third-Party Services or your agreements with other users, you warrant and represent that you will honour and adhere to any applicable terms or agreements when using the Services, and that will not hold us responsible for any interactions with Third-party Services, other Users, including for wrongful or negligent acts or omissions, or breaches of contract.

We do not control such sites, services or resources provided by third parties, or the content, messages or information found in or on, accessible through, or provided by them or integrated with the Services. We disclaim and will have no liability regarding such sites or services and any actions resulting from your use of the same. The availability of such sites or services on our Services, or their recommendation by other Platform Users, does not mean we endorse, support or warrant such sites, resources or services.

‍Data Standards and User Interaction‍User Data

‍You and/or your Authorised Users may create or upload User Data while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User Data that you and/or your Authorised Users post, upload, link to or otherwise make available via the Service, regardless of the form of that Data. We are not responsible for any public display or misuse of your User Data unless we have breached our obligations to keep any private User Data confidential. 

You warrant and represent that you and/or your Authorised Users will only upload Data that you have the right to post and that you will fully comply with any third-party licences relating to Data you interact with or upload.

We do not pre-screen or actively monitor User Data. Still, we have the right (though not the obligation) to refuse or remove User Data that, in our sole discretion, violates any of our terms or policies (including the Standards outlined below).

‍User Data Standards

‍These standards (Standards) apply to any User Data that you and/or your Authorised Users upload to our Site. The Standards must be complied with in spirit and to the letter and apply to each part of User Data and its whole. We will determine, at our sole discretion, whether any User Data breaches our Standards.

You warrant that any User Data complies with the Standards set out in these Terms.

Any User Data must:

• Be accurate (where it states facts);
• Be genuinely held (where it expresses opinions); and
• Comply with the law applicable in the UK and in any country from which it is posted.

User Data must not:

• Be defamatory of any person;
• Be obscene, offensive, hateful or inflammatory;
• Bully, insult, intimidate or humiliate;
• Promote sexually explicit material;
• Promote violence;
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• Infringe any copyright, database right, trademark or other intellectual property rights of any other person;
• Be likely to deceive any person;
• Breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• Promote any illegal activity;
• Be in contempt of court;
• Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
• Be likely to harass, upset, embarrass, alarm or annoy any other person;
• Impersonate any person, or misrepresent your identity or affiliation with any person;
• Give the impression that it emanates from or relates to us or one of our employees, or a company or entity and one of its employees or representatives, unless genuine;
• Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
• Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducements to the commission, preparation or instigation of acts of terrorism;
• Contain viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to affect any computer software or hardware operation adversely; or
• Contain any advertising or promote any services or web links to other sites.

2. Private data

Where the Platform includes any feature that allows you and/or your Authorised Users store User Data privately on your Account, we consider this Data to be confidential to you (subject always to the licences outlined in Section 3 below). 

On the basis that we accept no liability, we will use reasonable endeavours to protect such User Data from unauthorised use, access, or disclosure in the same manner that we would use to protect our confidential information of a similar nature and in no event with less than a reasonable degree of care.

‍Access

‍Typically, our personnel will only access such private User Data in the following situations: 

• with your consent and knowledge, for support reasons or as otherwise set out in these Terms; 
• if we have reason to believe the contents of a private account violate the law or of these Terms, in which case we reserve the right to access, review, and remove them; 
• where we are compelled by law to disclose such Data; or 
• when access is required for operational or security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability and resilience of our systems and Service (in which case access will be limited to specifically authorised personnel and only exercised to the extent necessary to facilitate such purposes). 

None of these are commonplace activities. 

You may also choose to enable additional access to your private Data. For example, you may enable various services or features that require other rights to User Data on your private Account. These rights may vary depending on the service or feature, but we will continue to treat your private User Data as confidential. If those services or features require rights in addition to those we need to provide the Climate Essentials Service, we will explain those rights.

3. Intellectual Property

Intellectual Property Notices 

‍We or our licensors own all Our Data, including all intellectual property rights of any kind related to our Site and Service, and reserve all rights that are not expressly granted to you under the Agreement. 

The Climate Essentials™ name and brand, and associated logos, are the registered or unregistered trademarks of our licensors.

You may not duplicate, copy, or reuse any portion of our Site or Service or licensor’s trademarks, without our express permission, save as set out in the "Linking to Our Site" section below. 

Nor must you access our Site or Service where you are engaged as an employee or contractor with any business that competes with our own or to attempt to gain access to our confidential information with a view to building, creating or amending any software or service which competes with any element of the Service offered by us. 

‍LICENCE GRANTSUsing our Site and Service means you are granted specific licences or rights by both other users and us, and that is required; in turn, you grant specific licences or rights to other users and us.
‍
Each of these licences is described below:

‍The Licence We Grant to You

‍In consideration of you agreeing to abide by the Terms we grant you a revocable, non-transferable, non-sublicensable and non-exclusive licence to permit you and your Authorised Users use the Services on the basis outlined below, subject to the Terms, the terms of the Commercial Licence and the terms of the Privacy Policy for the relevant duration of the Commercial Licence. We reserve all other rights.

You may access and use the applicable functions of the Services only 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 Documentation) within its functionally contemplated purposes only, subject to the terms of the Commercial Licence (if you are unclear whether you meet these requirements or what usage is permitted, please contact the Commercial Licensee)
‍
‍Your Licence to Link to Our Site

‍You may link to our Site (including where you do not have an account with us), provided you do so fairly and legally and in a way that does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Site on any website that you do not own unless you have relevant authorisations. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in these Terms. Our Site must not be framed on any other site.

We may withdraw this licence at any time on notice. If you have an Account with us and wish to link to or make any use of Data on our Site other than that set out above, please contact us. 

‍The Licence You Grant to Us

‍By opening an account with us, you and your Authorised Users grant and assign us, and our successors, and the Commercial Licensee, a non-exclusive, worldwide, royalty-free licence and right to store, utilise, and display User Data (in the manner in which you have made it available), and make copies as necessary to provide the Service and our Site.  For example, this includes a right to do things like copy it to our database and make backups to display the User Data and to analyse the User Data (the Non-Anonymised Licence).

We may also use User Data we have gathered in an anonymous manner. You and your Authorised Users agree that you grant to us and our successors, and the Commercial Licensee, a worldwide, royalty-free, perpetual, nonexclusive, transferable, sublicensable and irrevocable license to use and otherwise exploit such User Data in any manner and for any purpose (the Anonymised Licence), provided that such information does not contain any personal data, identify your or any of your contacts specifically and is used solely in an anonymised manner. As noted above and in our Privacy Notice, we do not sell your User Data on a non-anonymised basis, or otherwise distribute or use it outside the context of providing the Service and our Site as noted above.

Whilst the Non-Anonymised Licence will end within a certain duration after you cease to use the Platform and terminate your corporate Account with us (and our retention policies in relation to personal data comprised in User Data are outlined in our Privacy Notice), the Anonymised Licence is perpetual, and we may retain such data indefinitely. https://www.climateessentials.com/privacy-policy

‍‍Feedback

‍We're always trying to improve our Services, and your feedback will help us do that. 

If you (including your Authorised Users, for the avoidance of doubt) give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for our products or services (Feedback) concerning our Service, you acknowledge and agree by accepting the Agreement that our licensors will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to implement, use, modify, commercially exploit or incorporate the Feedback into our products, services, and documentation, including the Platform.

‍Moral Rights

‍Where you otherwise hold same, you retain all moral rights to User Data that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us or our licensors, to enable us and them to reasonably exercise the rights granted to us and them by you above, but not otherwise. 

‍Intellectual Property Infringement

‍If you believe that content on our Site infringes your intellectual property rights or other applicable legal rights you may have, please contact us via support@climateessentials.com. We cannot be responsible if you have failed to provide us with the relevant information, and we can only use reasonable efforts to investigate such complaints. There may be legal consequences for sending a false or frivolous notice, and we will close your Account if you repeatedly send wrongful intellectual property infringement notices. 

4. Data protection

You agree that you will comply (and will ensure (where applicable) that any of your employees, subcontractors and agents, comply, and use commercially reasonable efforts to ensure that your sub-processors comply) with Data Protection Laws. 

You acknowledge and agree that you are the data controller, and we are the data processor of the Personal Data processed under the Terms. 

When you use the relevant features of the Services to process Personal Data this is considered as an instruction to us as a data processor to process Personal Data to obtain and provide the data requested by you as permitted under the Agreement and to process it (a) for the purposes described in the Agreement, or (b) with your prior written consent (collectively the Permitted Purpose) for the duration of the term.

The types or categories of Personal Data that the parties expect to be processed under the Terms, and the subject matter, duration, nature, frequency, and purpose of the processing, the further processing expected, categories of data subjects and data retention periods are described in our Privacy Notice together with the Terms. No sensitive or special category data will ever be processed in connection with the Services provided by us.  

As between you and us, you shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the acquisition of same, and, without limitation, will ensure that you have all necessary appropriate consents and notices in place to enable processing of the Personal Data by you, for the duration and purposes of the Agreement and that the relevant third parties have been informed of, and (where required under Data Protection Laws) have given their consent to, or been notified of, such use, processing, and transfer as required by the Data Protection Legislation.

As the controller, you shall (a) comply with your obligations under GDPR Article 14, at the earliest of the time of first communication with each individual, first disclosure of the data to another person and after obtaining the data from the Services, by informing the individuals whose personal data you are processing that their Personal Data has been scraped from publicly accessible sources; and (at the time of first and each subsequent marketing communication with the individual) inform the individuals of their right to opt-out of receiving any further marketing communications from you; (b) not disclose or allow access to the Personal Data to anyone other than the Permitted Recipients; (c) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by the Terms; (d) ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and (e) inform us in the event of any actual or suspected personal data breach in relation to the Personal Data.

You grant a general authorisation to us the different categories of service providers named in our Privacy Notice (as amended from time to time) as sub-processors in respect of the Personal Data processed by you on your instructions pursuant to the Terms. 

5. Authorised Users

In relation to your Authorised Users, you undertake that: (a) the number of Authorised User Accounts will not exceed the limitations communicated to you by us; (b) you will be responsible for compliance by your Authorised Users with these Terms, and that the restrictions and obligations on you as set out within the Agreement shall, unless the context requires otherwise, equally apply to any such persons (and you are responsible for communicating these to such Authorised Users); (c) you will not, and will ensure that your Authorised Users will 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; (d) each Authorised User shall keep a secure password for their use of the Services and its documentation, and that each Authorised User shall keep his password confidential; (d) you will allow us to audit the Services in order to establish, inter alia, the name of each Authorised User.

You are also responsible for ensuring that any limitations on our liability or disclaimers around the Services or Platform set out in the Agreement are properly communicated to your Authorised Users.  

6. Confidentiality

As a User, you may get access to information that isn't yet publicly available about new products and features that we or our licensors plan to offer. Where we’ve indicated that such information ought to be kept confidential at the time of disclosure, given the nature of this information, it's important to us that you do so.

You agree that any information we publish on the Platform (or otherwise provide you with) that isn't yet in the public domain, for example, information about a preview for a new service, is our confidential information (Confidential Information), whether or not expressly labelled as such. You agree only to use such Confidential Information to provide feedback on any new service (where we have asked for this) or as we otherwise permit in writing (the Purpose), not for any other purpose. 

You also agree not to disclose, publish, or share any Confidential Information with or to any third party unless we have expressly encouraged this in writing, and then only in the manner we have encouraged or facilitated (for example, where you are part of a forum we have organised to trial or discuss a new service and we have asked for feedback from all forum users). 

Finally, you agree to exercise the same degree of care with our Confidential Information to prevent any breach of the above terms as you would with your own sensitive, private or confidential information, which shall, in any event, be no less than a reasonable degree of care. 

‍Exceptions Confidential Information does not include information that is:

• (or becomes) publicly available without breach of the Agreement through no act or inaction on your part (for example, where a previously private new Service is rolled out as a regular Service by us);
• independently developed by you without breach of any confidentiality obligation to us or any third party; or
• disclosed with our express written permission from us. 

If you are required to disclose Confidential Information according to any order by a court or regulatory authority with jurisdiction over us, provided that we have been given reasonable advance written notice to object (unless prohibited by law) and the disclosure is limited to the maximum extent possible to comply with such an order of law.

7. Advertising, promotion and publicity

Where you advertise and/or promote the Services, you: (a) are solely responsible for your advertising and promotion of the Services to your Authorised Users; (b) must obtain our prior written consent to your use of any advertising materials and promotional literature or other references to Services; (c) must observe all of our directions and instructions regarding the promotion and advertisement of the Services to the extent that these promotions or advertisements refer to the Services or otherwise use our Marks, and must not make any written statement regarding the quality, development, or manufacture of Services without our prior written consent; (d) must conduct your business in a manner that reflects favourably on us at all times and our good name, good-will and reputation and not enter into any contract or engage in any practice which is detrimental to our interests in the Services; and (e) must ensure that your advertising and promotion of the Services does not involve any deceptive, misleading or unethical activity that is, or might be, detrimental to us, the Services or the public and you will not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations regarding use and/or Services.

We may, from time to time, provide you with brochures, fact sheets and other marketing material relating to the Services. You may translate this material and have it printed with your own logos (provided it is clear that you do not act on our behalf) at your own expense and risk.

You agree that we may identify you as a User of the Services, in internal and external communications, including, without limitation, on our website and in our marketing or outreach materials, and that we may use your name and logos in connection with these efforts.

Notwithstanding the provisions of clause 6, you agree that we may identify you as our customer in our promotional materials or on our website, and that we may use your company or organisation name and/or logo to do so, without your prior written consent. If you do not agree to our use of your name and logo, you can email us at support@climateessentials.com and ask us to stop using your name or logo in any particular context. We will comply with your request from the date of the notice, provided that we will not have any obligation to remove or recall any use or distribution of the relevant promotional materials before the date of your notice.

8. Cancellation or termination of your account

Your Cancellation Rights

‍You can cancel your corporate Account (i.e. all your Authorised User accounts) at any time by following the steps set out within the Service or reaching out to us. Individual Authorised Users may cancel their Accounts by following similar steps. We do not cancel Accounts in response to an email or contact form request.

‍Our Termination Rights

‍We or the relevant Commercial Licensee have the right to suspend or terminate your Accounts and your access to all or any part of our Site at any time, without notice and without giving a reason, including where we believe you have breached the Agreement, or there has been a prolonged period of inactivity on particular Accounts, unless we have agreed otherwise with you. If you have not breached the Agreement, we would typically endeavour to notify you in advance of such cancellation. We may also terminate or disable your Account at any time, as contemplated under any separate agreement between you and the Commercial Licensee with respect to your use of the Services and the Sites. 

‍Consequences of Termination
‍Once any Account has been terminated, we will retain and use relevant non-anonymised User Data as outlined in our Privacy Notice  https://www.climateessentials.com/privacy-policy. We will then anonymise your User Data per those terms. Once your Account has been deleted, we cannot recover your non-anonymised User Data. 

We will not delete User Data that: 

• you have posted on another User’s profile, or where you have interacted with them (i.e. your messaging history, which will be retained as long as those Users continue to use the Services);
• that other Users have copied or used in accordance with the relevant Licence granted to them under these Terms; or
• has been published on a publicly accessible part of the Platform. 

If your Account is closed, then the Agreement will be deemed terminated. 

All provisions of the Agreement which, by their nature or the context, are required or contemplated to survive termination or expiry of the Agreement will survive termination including, but not limited to, the intellectual property provisions, any disclaimers, the indemnity, and the limitations on our liability set out within these Terms.

9. Communications

For contractual purposes, to the extent permitted by law, you: 

• consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and
• agree that all terms, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper.

Legal notices or service of proceedings you wish to provide must be in writing and served at our registered office address, per the relevant English legal requirements.

10. Support services

As the Platform is provided to you on a free of charge basis, we may offer Support to you, as outlined in the Commercial Licence. All support requests must be routed through the Commercial Licensee’s product experts in the first instance and where we, at our sole discretion, do offer Support, this is provided entirely without guarantee / liability as between you and us. 

In such circumstances, if you desire a reply you must be available to interact with our support team via telephone or email where they have any queries regarding a particular support request.

11. Disclaimer of warranties - please review carefully

We provide our Site, Support and the Service "as is" and "as available" without any kind of warranty representation, or condition (other than any warranties given by us under the Commercial Licence). Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding our Site and the Service or the content, statements or other information contained on the Site, or products or services you may access through it, including, but not limited to, those of title noninfringement, merchantability, and fitness for a particular purpose. 

You acknowledge that all Services may be subject to change at any time without notice. You use Services entirely at your risk. Access to the Services is permitted at out sole discretion, and we may suspend, withdraw, discontinue or change all or any part of the Services, either generally or to you specifically, at any time, for any reason, with or without notice. 

You acknowledge and agree that access and use of any applicable Services we offer through your Account constitutes reasonable and sufficient consideration. In return for that access, you are willing to adhere to the terms of the Agreement, including these Terms. 

Any content published or made available to you by us through or in connection with the Platform is provided for your general information purposes only and has not been tailored to your specific requirements or circumstances. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. You should always use your own independent judgment when using our Site and any content on it.

We are not responsible for any content or data posted on the Platform by third parties, or built into the Platform interface that was provided specifically by us. 

Neither we nor our affiliates or any of their respective employees, agents, merchants, third-party content providers or licensors, or any of their officers, directors, employees or agents warrant that the Service will meet your requirements; that the Service or Site or your use of them will be uninterrupted, secure, or error-free; that the information provided through the Service is accurate, complete, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. 

You assume full responsibility and risk of loss resulting from your downloading or using files, information, content or other material obtained from the Service.

To the extent permitted by law, time shall not be of the essence for any timeframes we might specify that we will comply with from time to time. 

It is your responsibility to ensure you have adequate Equipment as we specify from time to time to access the Services. 

12. Limitation of liability - please review carefully

WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.‍

‍OTHERWISE, AS OUTLINED IN THESE TERMS, ACCESS TO OUR SITE AND OUR SERVICES IS PROVIDED (TO YOU) ON A FREE OF CHARGE BASIS. AS SUCH, YOU ACKNOWLEDGE AND ACCEPT (FOR AND ON BEHALF OF YOURSELF, YOUR AUTHORISED USERS AND ANY THIRD PARTIES WITH WHOM YOU ARE LEGALLY CONNECTED) THAT WE DO NOT GUARANTEE THAT THE SERVICES WILL BE AVAILABLE OR UNINTERRUPTED. ACCESS TO THE SERVICES IS PERMITTED ON A TEMPORARY BASIS AND WE MAY SUSPEND, WITHDRAW, DISCONTINUE OR CHANGE ALL OR ANY PART OF THE SERVICES, EITHER GENERALLY, OR FOR ANY USER, AT ANY TIME, FOR ANY REASON, WITH OR WITHOUT NOTICE. ‍

‍WE SHALL HAVE NO LIABILITY WHATSOEVER TO ANY USER IN RESPECT OF THE SERVICES, OR ANY CLAIMS, CAUSES OF ACTION, LIABILITIES OR LOSSES WHICH MAY ARISE IN RESPECT OF, OR IN CONNECTION WITH SAME, EVEN IF FORSEEABLE OR IF THE PARTIES HAVE BEEN INFORMED OR ARE AWARE OF THE POSSIBLILITY OF SUCH DAMAGES, AND HOWEVER ARISING (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE) INCLUDING WHERE THE SERVICES ARE UNAVAILABLE OR IN ANY WAY DEFECTIVE AT ANY TIME OR FOR ANY PERIOD, AND INCLUDDING WHERE YOU RELY ON ANY CONTENT OR INFORMATION DISPLAYED VIA THE SITE OR THAT YOU ACCESS VIA THE SERVICES.‍

‍THIS INCLUDES, WITHOUT LIMITATION, ALL LIABILITY FOR LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE; BUSINESS INTERRUPTION; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE. ‍

‍THIS FURTHER INCLUDES, WITHOUT LIMITATION, ALL LIABILITY RESULTING FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR INDIVIDUAL DATA; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR DISCONTINUANCE OF THE SERVICE; (D) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; (E) UNAUTHORISED ACCESS TO OR ALTERATIONS OF YOUR TRANSMISSIONS OR DATA; (F) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (G) ANY OTHER USER INTERACTIONS THAT YOU INPUT OR RECEIVE THROUGH YOUR USE OF THE SERVICE; OR (H) ANY OTHER MATTER RELATING TO THE SERVICE.

‍‍YOU SPECIFICALLY ACCEPT AND AGREE THESE LIMITATIONS TO BE REASONABLE HAVING REGARD TO THE LACK OF REMUNERATION ASSOCIATED WITH THE SERVICES AS BETWEEN YOU AND US AND THAT WE DO NOT OWE ANY DUTY OF CARE TO ANYONE OTHER THAN THE NETWORK OPERATOR IN RESPECT YOUR USE OF THE SERVICES, AND WE WILL NOT BE LIABLE TO YOU IN RESPECT OF SAME ACCORDINGLY. THE REMAINDER OF THE AGREEMENT SHALL BE CONSTRUED ACCORDINGLY.

13. Indemnity and release - please review carefully

You expressly agree that use of the Site and our Service is at your sole risk.

If you have a dispute with any other User(s) or third parties, you agree, on behalf of yourself and your Authorised Users, to release us and the Commercial Licensee from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify, defend, and hold us and our group companies, employees and licensors harmless from and against any claims, liabilities, and expenses, including attorneys' fees, arising out of your and/or your Authorised Users’ use of the Platform and the Service, including but not limited to those arising from your and/or your Authorised Users’ breach of the Agreement, provided that we: 

• promptly give you written notice of the claim, demand, suit or proceeding;
• subject to you giving us such security as to financial cost as we reasonably require, and to our right to participate in and be advised on the progress of settlement of any claim via a counsel of our choosing, give you primary control of the defence and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases us of all liability); and
• supply to you all reasonable assistance with the subject matter of the claim, at your expense.

14. Changes to the platform

Save to the extent we have given any express commitments in the Commercial Licence to the contrary, we reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our Site (or any part of it) and our Services with or without notice.

15. General

The Agreement, its subject matter (including your access to and use of our Site and Services) and its formation (including any non-contractual disputes or claims) are governed by English law. You and we both agree to the exclusive jurisdiction of the courts of England.

We may assign, novate, transfer, sub-contract or otherwise deal with the Agreement (or any of our rights or obligations under it), in whole or in part, to any person or entity at any time with or without your consent. If we sub-contract our commitments, we shall still be responsible to you for performance by our sub-contractors. You may not assign or delegate any rights or obligations under the assign, novate, transfer or otherwise deal with the Agreement without our prior written consent. Any unauthorised assignment and delegation by you shall have no legal effect.

If any part of the Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties original intent. The remaining portions will remain in full force and effect. Any failure to enforce any provision of the Agreement will not be considered a waiver of our right to enforce such provision. Our rights under the Agreement will survive any termination of the Agreement.

The provisions of the Agreement (other than any payment terms, which are solely between you and us) apply equally to and are for our benefit and that of our parent companies, subsidiaries, subsidiaries of parent companies and affiliates, and our licensors, including our Group (as defined above), and each shall have the right to assert and enforce such provisions directly or on its behalf, including (without limitation) the limitation of liability and indemnity provisions. Otherwise, no one other than a party to the Agreement has any right to enforce any of its terms. 

Any obligations on you (other than payment obligations) within the Agreement extend to each of your Authorised Users, and you are responsible for ensuring that they are aware of such obligations and agree to them as a pre-requisite for their access to the Platform. 

No waiver by us of any breach or default or failure to exercise any right allowed under these terms is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under these Terms. The section headings used herein are for convenience only and shall be of no legal force or effect. 

The Agreement may only be modified by a written amendment signed by an authorised representative of us or by the posting by us of a revised version of the relevant documents forming the Agreement as highlighted at the beginning of these Terms.  

We will not be liable for any default or delay due to events beyond our reasonable control, including acts of God, failure of telecommunications networks, failure or default of our hosting services provider, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events.

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by the Agreement.

The Agreement represents the complete and exclusive contract between you and us and supersedes any proposal or prior agreement, oral or written. Any other communications between you and us relating to its subject matter, including any confidentiality or nondisclosure agreements. The Agreement and correspondence by or between us regarding same will be and take place in the English language only. We make no promise that the Platform is appropriate or available for use in locations outside the UK. If you choose to access the Site from locations outside the UK, you acknowledge you do so at your own initiative. In any event, when using the Platform you are responsible for compliance with local laws where they apply.