1. Acceptance of Terms

By engaging with Climabrite for carbon measurement, carbon reduction planning, and carbon compensation solutions, the client agrees to abide by the terms and conditions outlined herein. These terms constitute a binding agreement between Climabrite Consultancy and the client.

2. Services Offered

Climabrite will provide carbon measurement, carbon reduction planning, and carbon compensation solutions as agreed upon in the scope of work. The specifics of the services will be detailed in a separate agreement.

3. Confidentiality

Both Climabrite and the client agree to treat all confidential information exchanged during the course of the engagement with the utmost confidentiality. This includes, but is not limited to, proprietary business information, trade secrets, and any data related to carbon emissions.

4. Our Responsibility

4.1 We want to ensure that We provide you with the highest level of service and therefore in supplying the Services, We shall ensure that:

• We perform the Services with reasonable care and skill;

• the Deliverables, and all goods, materials, standards, and techniques used in providing the Services are of satisfactory quality and are fit for purpose;

• We comply with all applicable laws from time to time in force;

• We observe all reasonable health and safety rules and security requirements at Your premises which have been notified in writing to the Us;

• We take reasonable care of all Customer Materials and make them available for collection by You on reasonable request; and

• We allocate suitable personnel with appropriate levels of experience to supervise and to perform the Services.

4.2 We need to work as a team and can’t do our job without Your corporation. To allow Us to provide you with the Service and/or Products We require You to:

• co-operate with Us and our team in all matters relating to the Services;

• ensure that the terms of the Order and any information it provides in Annex 1 are complete and accurate;

• provide Us with access to Your premises, data, and other facilities as reasonably required by Us for the purposes of performing the Services provided that the access to data shall at all times be covered by the provisions of UK GDPR and other data protection legislation; and

• provide access, materials, or information that is reasonably required by Us in a timely manner.

If the performance of Our obligations under the Agreement is prevented or delayed by any of Your act or omission, or the act or omission of Your agents, sub‑contractors, consultants or employees, We will work with You and give You 7 days’ notice in writing to rectify the delay. If the 7 days’ notice has passed and You have failed to rectify the delay, you acknowledge that We shall:

• not be liable to You for such prevention or delay;

• be entitled to payment of the Charges despite any such prevention or delay; and

• be entitled to recover any additional costs, charges or losses that We sustain due to such prevention or delay.

4.3 You agree to not use the operating systems or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into any Service or any operating system; not infringe our intellectual property rights or those of any third party in relation to your use of the operating system or any Service (to the extent that such use is not licensed by these terms) and not transmit any material that is defamatory, offensive or otherwise objectionable in relation to the use of the platform, operating system or any Service and not use the platform or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; or not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

5. When Changes Are Requested

5.1 There are times during projects when You might need to change your requirements or ask for something extra. A change request is defined as anything not written in the original Order.

5.2 When You make a change request, it might mean that the amount of work involved in the project will change. If extra work is incurred, then We will charge for the extra time that We spend on it, and You agree to pay for this time unless otherwise agreed in writing. If the job gets smaller then we will discount your next invoice by the amount of time saved.

5.3 You might have also figured out that different work takes different time, so any changes to the Order could affect your project timeline.

5.4 If either of us wishes to propose a change to the Services or any other provision of these Terms and Conditions of Service, either of us shall inform the other of the proposed change and We will work with You in determining the terms that are necessary to implement the change.

6. Prices and Charges

6.1 The Charges for the Service and the Product Prices for the period from the Commencement Date shall be as set out in Annex 1.

6.2 All prices and charges are exclusive of VAT. You are required on receipt of a valid VAT invoice from Us, to pay Us such additional amounts in respect of VAT as are chargeable on the supply of the Services and/or Products at the same time as payment is due for the supply of the Services and/or Products.

6.3 The Product Prices are exclusive of the costs of packaging, insurance, and carriage of the Products, which shall be paid by You.

6.4 We both will be required to comply with the payment and invoicing arrangements agreed in Clause 4 of the Additional Terms and Conditions at Annex 4.

6.5 On the anniversary of each year of Your Order, We are happy to meet with You to review and, where appropriate, agree changes to the Product Prices and the Charges.

6. Acceptance and Defective Products

6.1 The Customer shall not be deemed to have accepted any Products until it has had a reasonable time to inspect them following Delivery, or, in the case of a hidden or non-obvious defect in the Products, until a reasonable time after that latent defect has become apparent.

6.2 If any Products delivered to the Customer do not conform to the Specification of Annex 1 of the Terms and Conditions of Service above or are otherwise not in conformity with the terms of the Order, then, without limiting any other right or remedy that the Customer may have, the Customer may reject those Products and:

• require the Supplier to replace the rejected Products at the Supplier’s risk and expense within 20 Business Days of being requested to do so; or

• require the Supplier to credit the price of the rejected Products in full.

7. Title and Risk

7.1 The risk in Products delivered to the Customer shall pass to the Customer on delivery.

7.2 Title to Products delivered to the Customer shall pass to the Customer on full payment pursuant to clause 4 of these Additional Terms and Conditions below.

8. Terms of Payment

8.1 The Supplier shall be entitled to invoice the Customer for each Order on or at any time after delivery. Each invoice shall quote the relevant Order Numbers.

8.2 The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer monthly at the intervals specified in Annex 1.

8.3 The Customer shall pay invoices in full within 14 days of receipt. Payment shall be made to the bank account nominated in writing by the Supplier.

8.4 If the Customer fails to make any payment due to the Supplier under the Agreement by the due date for payment, then, without limiting the Supplier’s remedies under clause 7 (Termination):

• the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time; and

• without prejudice to any of the Supplier’s rights and remedies under the Agreement, the Supplier may suspend all Services and any delivery of Products until payment has been made in full.

8.5 In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from the date the dispute is resolved until payment.

8.6 All sums payable to the Supplier under the Agreement:

• are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

• shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

9. Intellectual Property

9.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs

9.2 The Supplier grants the Customer or shall procure the direct grant to the Customer of, a non-exclusive, non-transferable, royalty-free license to use the Supplier IPRs solely for the purpose of receiving and using the Services and the Deliverables in the Customer’s business.

9.3 Customer must not remove, alter or change any copyright notices, serial numbers or other features or markings associated with and for identification of software made accessible under the Services.

9.4 Except as provided for in this clause 5, neither party shall reproduce or use any trademark or intellectual property of the other, without the other’s express written consent.

9.5 All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to the Supplier; the Customer shall have a royalty-free, non-exclusive, non-transferable license to use those rights as envisaged by the Agreement to enable the Customer to have the benefit of the Services and the Deliverables for use within the Customer’s own business during the term of the Agreement or the purpose of providing the Services to the Customer.

9.6 Any data that is collected in the course of the provision of the Services and in the Deliverables shall belong to the Supplier; the Customer shall have a royalty-free, non-exclusive, non-transferable license to access that data as envisaged by the Agreement to enable the Customer to have the benefit of the Services and the Deliverables for use within the Customer’s own business during the term of the Agreement or the purpose of providing the Services to the Customer.

9.7 For the avoidance of doubt, the Customer shall not sublicense, assign or otherwise transfer the rights granted in clause 5.5 and 5.6.

9.8 Any raw energy or carbon data that is collected from the Customer’s supply chain in the course of the provision of the Services and in the Deliverables (“Carbon Data”) shall belong to the Supplier; the Customer shall have a royalty-free, non-exclusive, transferable license to access that Carbon Data to enable the Customer to have the benefit of the Services and the Deliverables for use within the Customer’s own business during the term of the Agreement or the purpose of providing the Services to the Customer.

10. Termination

10.1 Either party may terminate the Agreement by giving notice in writing to the other party if the other party:

• commits a material breach of the Agreement and, if the breach is capable of being remedied, fails to remedy it within 30 days after receipt of a written notice specifying the breach and requiring it to be remedied;

• fails to pay any sum payable by it under the Agreement within 7 days of the due date for payment;

• is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or otherwise becomes insolvent or suspends making payments to all or any class of its creditors or announces an intention to do so;

• any distress, diligence, execution, attachment or other legal process affects the whole or a material part of its assets and is not discharged within 14 Business Days;

• a receiver or similar officer is appointed over the whole or any part of its assets or it requests any person to appoint such a receiver or similar officer or any other steps are taken to enforce any security over any of its property;

• any order is made, or resolution is passed, or a petition is presented, or application is made, or notice filed, or other steps are taken in any jurisdiction for:

  • the winding up, dissolution or liquidation of it (other than a winding‑up petition that is vexatious or frivolous and is discharged within 10 Business Days of issue;

  • the making of an administration order against it or there is given to any person a notice (whether formal or informal) of an intention to appoint an administrator or any such appointment is made in relation to it;

  • any proposal is made for a voluntary arrangement or composition with its creditors;

  • any event analogous to any of the above takes place under another jurisdiction;

• the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

• there is a change of control of the other party; or

• (being an individual) is the subject of a bankruptcy petition, application or order or dies or due to incapacity becomes unable to perform his obligations under the Agreement.

11. Consequences of Termination

11.1 On termination or expiry of the Agreement, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt.

11.2 Customer right to access and use the software ceases at the end of the term of the Agreement or in the event of earlier or other termination by either Party on the date such termination takes effect or in the event of termination upon default by the Customer, the Supplier may withdraw access to the software upon or at any time after giving notice of termination for default.

12. Limitation of Liability

12.1 the Supplier shall not be liable to the Customer (whether in contract, tort, breach of statutory duty or otherwise) for:

• any loss of profit;

• any loss of revenue, anticipated savings or goodwill, any loss of data; or

• any indirect or consequential loss.

12.2 the total liability of the Supplier for damage to property caused by the negligence of the Supplier in relation to the Agreement shall be limited to £1000 for any one claim or series of connected claims.

12.3 the total liability of the Supplier in respect of all other loss or damage under or in relation to the Agreement (whether in contract, tort, breach of statutory duty or otherwise) shall be limited to £1000.

12.4 Nothing in the Agreement shall operate to exclude or limit the liability of the Supplier for death or injury caused by its negligence or for fraud.

13. Force Majeure

13.1 The Supplier will not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any obligation under the Agreement if such delay or failure results from a cause beyond its reasonable control. If the period of delay or non-performance continues for 3 months, subject to clause 7.1, the party not affected may terminate the Agreement by giving 30 days’ written notice to the affected party.

14. Anti-bribery

14.1 The Supplier shall comply with all applicable laws, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010.

14.2 The Supplier shall have and shall maintain in place throughout the term of the Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the laws, regulations, and codes referred to in clause 10.1 and will enforce them where appropriate.

14.3 The Supplier shall immediately notify the Customer as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 10.

15. Confidentiality

15.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2.

15.2 Each party may disclose the other party's confidential information:

• to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors, or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under the Agreement.

15.4 Both parties shall apply the same security measures and degree of care to protect the confidentiality of the other party's confidential information as the party applies to its own confidential information of a similar nature and in any event no less than a reasonable degree of care.

15.5 Confidential information shall not be reproduced, disclosed or made available, directly or indirectly, to any third party without the prior written consent of the other party.

16. Law and jurisdiction

16.1 The Agreement is governed by the laws of England and Wales.

16.2 If a dispute or claim arises out of, or connected with, the Agreement, the parties will use their reasonable endeavours to resolve it within 7 days. If it is not resolved within 7 days, it will be referred to the managing directors (or persons of their equivalent title) of each party, who will use their reasonable endeavours to resolve it within a further 7 days.

16.3 The parties agree to submit to the jurisdiction of the courts of England and Wales in relation to any dispute or claim arising out of or connected with the Agreement.

Annex 1 – The Deliverables

This section outlines the specific details for each project and serves as a reference for the ecollective proposal. Annex 1 will consist of the details listed in the ecollective proposal. The document will specify the deliverables and associated charges for the services provided. These services will be clearly stated on the first invoice, providing a comprehensive breakdown of the deliverables and corresponding costs.

Annex 2 – Additional Terms and Conditions

Interpretation

The following definitions and rules of interpretation apply in the Agreement:

• Agreement: Refers to the Terms and Conditions of Service, including all annexes, and these Additional Terms and Conditions.

• Business Day: A day, excluding Saturdays, Sundays, or public holidays in England, when banks in London are open for business.

• Charges: The charges for the services set out in Annex 3.

• Commencement Date: The date of the Agreement.

• CO2 Certificate: A certificate, in written or electronic form, evidencing the verified mitigation of the number of tonnes of carbon dioxide equivalent greenhouse gas (CO2-eq GHG) specified by a project certified as satisfying the criteria for registration by a globally recognized certifying standards body.

• Customer Materials: All materials, equipment, tools, drawings, specifications, and data supplied by the Customer to the Supplier.

• Deliverables: All documents, products, and materials developed by the Supplier or its agents, sub-contractors, and personnel as part of or in relation to the Services in any form.

• Delivery Date: The date for the delivery of products specified in an Order.

• Intellectual Property Rights (IPR): All patents, rights to inventions, utility models, copyrights, trademarks, trade, business and domain names, rights in goodwill, and to sue for passing off, rights in design, rights in computer software, database right, moral rights, and other intellectual property rights.

• Minor Defect: Deficient operation or unavailability of the software provided as part of the Services for up to five (5) days per year during the Agreement.

• Order: An order for products and/or services submitted by the Customer.

• Order Number: The reference number applied to an Order by the Supplier.

• Products: The products set out in Annex 2 and, where context requires, the products ordered by and supplied to the Customer.

• Product Prices: The prices of the Products as determined in accordance with clause 6.1.

• Services: The services set out in Annex 1.

• Software as a Service or Cloud Service Model: The Supplier provides the Services as software or software services within the area over which the Supplier has control for use by the Customer via the internet.

• Specification: The specification of the Products as published by the Supplier or agreed in writing with the Customer.

• Supplier IPR: The Intellectual Property Rights in the Product, Services, and Deliverables excluding the Customer Materials.

• VAT: Value-added tax chargeable in the UK.

Clause, Annex, and paragraph headings shall not affect the interpretation of the Agreement. A person includes a natural person, corporate or unincorporated body. The Annexes form part of the Agreement and shall have effect as if set out in full in the body of the Agreement. A reference to a company includes any company, corporation, or other body corporate. Unless the context otherwise requires, words in the singular include the plural, and in the plural, include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time. Any words following the terms including, include, in particular, for example, or any similar expression shall be illustrative and not limit the sense of the words preceding those terms.