Zeveroについて

These Terms of Service (“Terms”) govern the Client’s (as defined below) access to and use of the Services (as defined below) provided by Zevero Pte Ltd. (“Company”). By utilising any of the Services, the Client agrees that it has read, understood, and agrees to be bound by the Terms and to comply with all applicable laws and regulations. Capitalised terms not defined in these Terms are defined as per any other agreement the Client may have with the Company regarding its use of the Services.

1. Definitions

The following words used in the Terms shall have the meanings set forth below:

a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

b) “Agreement” means these Terms, together with the Service Agreement, and any documentation incorporated herein by reference.

c) “Antisocial Forces” mean any criminal enterprise, member of a criminal enterprise or any other similar antisocial forces.

d) “Authorised Users” has the meaning set forth in Clause 4.1.

e) “Client” means the person or entity defined as such in the Service Agreement with the Company.

f) “Client Data” means any data, information, or material provided or submitted by the Client to the Company in connection with its use of and receipt of the Services, including but not limited to Input Data and Confidential Information.

g) “Client Information” means information relating to the identification of the Client and its employees (including those who are notified or registered by the Client as Authorised Users of the Services) including, without limitation, any personal information.

h) “Confidential Information” means:

i. the existence and contents of the Service Agreement, any negotiations, correspondence, notices, and other communications relating to the Agreement or the Services provided under the Service Agreement;

ii. any information that is proprietary and confidential to a Party, including but not limited to information concerning or relating in any way whatsoever to the Party’s methods, processes, or technologies for environmental impact visualisation and reduction, its business operations, strategies, or other arrangements;

iii. any information concerning the organisation, business, finances, transactions, or affairs of a Party, including but not limited to the Party’s dealings, business strategies, secret or confidential operations, financial statements, customer lists, marketing strategies, environmental data analytics, and any other proprietary client or customer data;

iv. information related to trade secrets, technology, and technical information concerning the development, deployment, and performance of the Platform or the Services, including but not limited to data analysis methods, software code, platform interface designs, and user interaction information; and/or

v. information and material that is either explicitly marked as confidential or inherently confidential given its nature and the context of its disclosure, included exclusively for the knowledge of the recipient alone.

i) “Data Protection Laws” means all laws which apply to the processing of Shared Personal Data in: the European Economic Area (“EEA”); the United Kingdom (“UK”); and the United States of America (“US”) as applicable. This includes the European Union Regulation (EU) 2016/679 (“GDPR”), the GDPR in such form as incorporated into the laws of the UK by virtue of section 3 of the European (Withdrawal) Act 2018 as modified by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (“UK GDPR”), the Data Protection Act 2018, California Consumer Privacy Act of 2018 (“CCPA”)/California Privacy Rights Act of 2020 (“CPRA”), each as amended from time to time. The terms “controller”, “data subject”, “processor”, “process” (and its derivatives such as “processing”), “supervisory authority”, and “personal data” have the meaning given to them in Data Protection Laws.

j) “De-Identified Data” means Client Data from which all personally identifiable information has been removed or obscured, including both direct and indirect identifiers, such that the remaining data does not reasonably identify an individual.

k) “Deliverables” means the agreed deliverables identified as such under the Service Agreement or otherwise mutually agreed upon in writing between the Company and the Client.

l) “Emissions” means the carbon dioxide equivalent of greenhouse gas emissions directly or indirectly released by the Client.

m) “EU SCCs” means the standard contractual clauses for the international transfer of personal data as laid down by the European Commission Decision of 4 June 2021 (as amended and superseded from time to time).

n) “Fees” means the fees for the Service as specified in the Service Agreement.

o) “Force Majeure Event” means any event beyond the reasonable control of either the Company or the Client that materially affects their ability to perform obligations under the Agreement, including but not limited to:

i. acts of war, terrorism, natural disasters, epidemics, pandemics, or significant governmental actions including expropriation or nationalisation;

ii. severe disruptions such as fire, destruction of equipment, or major interruptions in transportation, telecommunications, or energy supplies; and

iii. major labour disputes, including strikes and lock-outs.

p) “Input Data” means any and all information provided by the Client to the Company for the purpose of using the Services and the Platform, including but not limited to:

i. figures relating to the Client’s utilities, including but not limited to water, gas and electricity;

ii. purchase orders relating to raw materials that the Client uses or consumes;

iii. sales figures to understand Emissions per revenue;

iv. employee information including, but not limited to, information regarding how they get to work;

v. logistics information;

vi. investments;

vii. supplier names and contact details; and

viii. any other information reasonably required by the Company to accurately calculate the Emission of the Client and its entire supply chain.

q) “Intellectual Property Rights” means patents, trademarks, service marks, rights in designs (whether registered or unregistered), applications for any of the foregoing, trade or business names, copyrights (including rights in computer software), topographical rights, know-how, secret formulae and processes, lists of suppliers and customers, and other confidential and/or proprietary knowledge and information; internet domain names; rights protecting goodwill and reputation; database rights; and all rights and forms of protection of a similar nature or having equivalent effect anywhere in the world, as well as all rights under licenses and consents in respect of any of the aforementioned rights.

r) “Party” means either the Client or the Company individually as the context requires, and “Parties” refers to both the Client and the Company collectively.

s) “Platform” has the meaning set forth in Clause 2.1.

t) “Public Announcement” means a joint statement setting out the Client’s Emissions and reduction strategies.

u) “Restricted Transfer” means a transfer of Shared Personal Data to a jurisdiction outside of the UK or EEA where such transfer is not (i) covered by a positive finding of adequacy by the UK Government (or the relevant UK authority) or the European Commission under Data Protection Laws; or (ii) otherwise permitted under Data Protection Laws without the need for UK SCCs or other appropriate safeguards, whether by virtue of an adequacy decision, binding corporate rules, certification, or otherwise.

v) “Services” means the provision of access to the Platform and any other services as specified in the relevant Service Agreement. Such Services shall be provided to the Client by the Company directly or shall be subcontracted to the Client via an Affiliate. For the avoidance of doubt, references to the Client’s use of the Services, shall be inclusive of the Client’s use of the Platform.

w) “Service Agreement” means the contract executed between the Company and the Client for the provision of the Services, irrespective of the actual title of such contract, that is initially or subsequently agreed to be governed by these Terms.

x) “Technical and Organisational Measures Policy” means the information set out in this link: (http://tinyurl.com/Zeverosecurity).

y) “UK SCCs” means UK-specific standard contractual clauses for the international transfer of Personal Data from a Controller to a Controller in the form of the EU SCCs (Module 1 – Transfer Controller to Controller) amended by the addendum published by the ICO here (as amended or superseded from time to time).

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2. Provision of Services

2.1. The Company shall provide the Client with access to an online platform operated and managed by the Company (the “Platform”) as part of the Service.

2.2. Notwithstanding the Company’s commitment to providing the Services using reasonable care, the Client acknowledges that the Company does not guarantee or warrant any specific results, outcomes, or achievements in connection with the provision by the Company of the subscription Services.

2.3. The Client may commence utilising the Platform upon the successful registration of necessary access credentials, including Client names and passwords.

2.4. The Company may, at its discretion, suspend the Service in whole or in part in the event of a service interruption. Examples of a service interruption include, but are not limited to:

a) failure by the Client to provide the necessary Input Data as reasonably required for the provision of the Services, described as a Force Majeure Event;

b) if the Client fails to remedy any breaches in connection with this Agreement;

c) any breach of these Terms by the Client.

2.5. Except in emergency situations or when immediate action is required to protect the integrity of the Service, the Company shall use reasonable endeavours to give the Client reasonable prior notice of any planned service interruptions as contemplated in Clause 2.4.

2.6. The Company is not liable for any loss or damage suffered by the Client as a result of any service interruptions.

2.7. The Company may work at such time and locations as it chooses in relation to the provision of the Services and shall use its own computers and other devices in doing so, unless otherwise agreed, provided always that it is able to satisfy its obligations and responsibilities under the Agreement.

2.8. Nothing in the Agreement shall restrict or prohibit the Company from being engaged, directly or indirectly, in any capacity, including holding a financial interest, in any other business entity, trade, or profession during the term of the Service Agreement.

2.9. In support of any Services to be provided by the Company, the Client shall:

a) provide reasonably requested co-operation to the Company, including (without limitation) providing any documents, items, or materials required by the Company; and

b) obtain any necessary licences and consents and comply with all relevant legislation as required to enable the Company to provide the Services.

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3. Fees and Payment Methods

3.1. The Client shall pay the Fees as specified in the Service Agreement in accordance with the Agreement.

3.2. All bank charges, commissions, and other costs associated with the payment of the Fees shall be borne by the Client.

3.3. Save as provided in Clause 17.2(e), payments are non-refundable even if the Client does not use the Services.

3.4. Unless otherwise agreed in writing by the Parties pursuant to the Service Agreement or unless the Fees are expressed in a currency other than Singapore Dollars (SGD) in the Service Agreement, all Fees and charges payable under the Agreement shall be and paid in the currency in which such Fees and charges are denominated in the Service Agreement and shall be exclusive of any taxes, duties, levies, fees, or other charges of any nature, including but not limited to consumption tax, goods and services tax (GST), value-added tax (VAT), or similar taxes, which are imposed by any governmental authority in connection with the Agreement. Any such taxes, duties, levies, fees, or other charges shall be borne by the Client.

3.5. The Company may charge additional fees for optional features or services.

3.6. Where the Client has failed to make any payment due under the Agreement by the due date and the Company subsequently notifies the Client of such failure, if the Client fails to make the payment within seven (7) days of receipt of such notice, without limiting the Company’s other remedies under the Agreement, the Company shall have the right to charge interest on the overdue amount at the annual rate of 7.75% or the maximum rate allowable by applicable law, whichever is lower, accruing on a daily basis from the date falling seven (7) days after the Client’s receipt of the overdue payment notice until the date of actual payment of the overdue amount.

3.7. The Company reserves the right to increase the Fees for the Services at each renewal term up to the then-current list price. The Company will provide the Client with at least thirty (30) days’ advance notice of any such Fee increase before the commencement of the renewal term. The adjusted Fees will be applicable starting from the first renewal period following such notice, including any automatic renewals. If the Client does not agree to this increase, the Client can choose not to renew the Service Agreement at the end of the then-current term by giving the notice in accordance with Clause 15.2.

4. Client Responsibilities

4.1. The Client shall maintain a list of those of its employees it has authorised to use the Services and to whom it has issued IDs and passwords (“Authorised Users”) and shall provide the same to Company upon request.

4.2. The Client shall manage and safeguard at their own responsibility the IDs, passwords, and other information for the Platform.

4.3. The Client shall be responsible for ensuring that it appropriately manages the authorisation of its users and their use of the Platform (and the use of their IDs and passwords) in accordance with this Agreement. The Client shall not allow unauthorised users to access the Platform.

4.4. The Client must not transfer, sell, share, or otherwise dispose of their IDs or passwords for the Platform without the express written consent of the Company.

4.5. The Client shall provide the Input Data to the Company to the extent reasonably required to facilitate the Company’s performance of the Services throughout the term of the Service Agreement. The Client shall provide the Input Data only by uploading it to the Platform, unless otherwise agreed between the Client and the Company. The Company will communicate any additional Input Data needs to the Client to facilitate the provision of effective Services.

4.6. The Client shall use all reasonable endeavours to provide accurate and complete Input Data as necessary for the provision of the Service and shall not wilfully or negligently submit inaccurate, incomplete, or misleading Input Data.

4.7. The Client shall ensure that the Input Data and the Company’s use thereof as contemplated by the Agreement will not violate any laws or infringe any rights of any third party, including but not limited to Intellectual Property Rights and privacy rights.

4.8. The Client shall ensure that the Input Data does not include any information or material that is classified or designated as sensitive by a governmental body, and by providing the Input Data to the Company, the Client is not violating the confidentiality rights of any third party.

4.9. The Client shall promptly notify the Company of any errors or inaccuracies in the Input Data, or if the Input Data is violating any rights of any third party and remedy the issue promptly.

4.10. The Client must use the Service in compliance with all applicable laws and regulations and must not engage the Service for any unlawful purposes.

4.11. The Client shall not interfere with the Company’s provision of the Service.

4.12. The Client represents and warrants that during the term of the Service Agreement, it will not:

a) provide any funds, benefits, or other forms of support to any Antisocial Forces;

b) enter into any trading or business relationships with Antisocial Forces;

c) allow any Antisocial Forces to become part of its management, administration, or ownership; or

d) engage in any other activities that could be construed as supporting or benefiting Antisocial Forces directly or indirectly;

e) engage in any activities that involve or could be construed as involving money laundering, terrorist financing, or any other activities that violate applicable Anti-Money Laundering (AML) laws and regulations.

4.13. The Client acknowledges that the Client must comply with the Platform Code of Conduct, accessible via [www.zevero.earth/platform-legals/zevero-code-of-conduct] constitutes a part of this Agreement, and the Client shall ensure that it and its Authorised Users shall, comply at all times with the Platform Code of Conduct when accessing and using the Platform. The Company reserves the right to update the Platform Code of Conduct at any time by giving the Client reasonable notice, and such updated versions shall be effective immediately. The Client shall not use the Platform to engage in any activities prohibited by the Platform Code of Conduct and misuse of the Platform by the Client that follows any reasonable conduct indicated by the Company in connection with its use.

4.14. The Client shall obtain all consents required by law to provide any personal data or proprietary information of third parties, including but not limited to its employees, that may be included in the Input Data.

4.15. The Client warrants that they have all necessary rights, consents, and permissions to provide the Input Data to the Company and to grant the Company the rights to use the Input Data as contemplated by the Agreement.

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5. Review and Compliance

5.1. In the event of the Company’s reasonable suspicion concerning either: (i) the accuracy and/or completeness of the Input Data; or (ii) the Authorised Users’ compliance with the Code of Conduct, the Company reserves the right, upon reasonable notice and during normal business hours, to conduct a review of the Client’s use of the Services. Such a review may be conducted via the Platform, via discussion with the Client, or, where necessary and with the Client’s prior consent, at the Client’s premises to evaluate the accuracy and completeness of the Input Data provided and to confirm the Client’s compliance with the Platform Code of Conduct.

5.2. Such review shall be conducted by the Company or its authorised representatives and will be limited to records and processes directly related to the Input Data and the Client’s compliance with the Platform Code of Conduct. The Company shall ensure that the conduct of these reviews does not unreasonably disrupt the Client’s operations.

5.3. The Client shall cooperate with the Company’s review process and provide access to relevant information and facilities.

5.4. If the review reveals any discrepancies or inaccuracies in the Input Data or any non-compliance with the Platform Code of Conduct, the Client shall promptly correct such issues at its own expense.

5.5. The cost of the review shall be borne by the Client if the audit reveals any discrepancies or inaccuracies in the Input Data or any breaches of the Platform Code of Conduct.

6. Intellectual Property

6.1. Except as otherwise agreed in writing, all Intellectual Property Rights in any methodologies, technologies, software, statistical data, machine learning models, or materials developed or discovered by the Company prior to or during the provision of the Services, including any rights necessary to obtain and maintain such Intellectual Property Rights (collectively, “Company’s IP”) and any developments or enhancements to the Company’s IP, shall be owned by the Company. The Client shall not exercise moral rights against the Company or its successors with respect to the Company’s IP.

6.2. The Company hereby grants to the Client a revocable, non-exclusive, non-transferable, royalty-free, worldwide license to use the Company’s IP solely to the extent necessary to utilise the Services and any Deliverables provided in connection with or resulting from the course of the Services. This license includes the right to create reports, presentation materials, and other documents based on the data obtained from the Services, provided that such materials must include explicit credit to the Company’s Service as the source of the data.

6.3. Unless otherwise permitted in writing by the Company, the Client must not use the Services or any Deliverables or data obtained from the Services to develop new services, tools, or products, including but not limited to Emission calculation services or data analysis tools.

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7. Public Announcements

7.1. Either the Company or the Client may prepare (independently or jointly) an external statement, press release or similar based on the output of the Services that includes information about the Client’s Emissions or reduction strategies, or the collaboration between the Client and the Company (the “Public Announcement”).

7.2. Any such Public Announcement may only be released or published upon the express approval of the other Party to the Agreement, and its content must be jointly approved prior to release. Any draft Public Announcement shall be treated as Confidential Information and shall remain confidential until it is published in accordance with this Clause.

7.3. Where either Party (the “Requesting Party”) reasonably believes that any Public Announcement issued or to be issued by the other Party (the “Issuing Party”):

a) is based on misleading, false, or inaccurate Input Data; or

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b) is presented in a manner that wilfully misrepresents the output of the Service, so as to create an impression that is misleading, false, or otherwise inaccurate,

then, without prejudice to the Requesting Party’s other rights and remedies, the Requesting Party shall have the right to request the immediate withdrawal, retraction or take down of such Public Announcement (a “Withdrawal Request”). Upon receipt of a Withdrawal Request, the Issuing Party shall immediately withdraw, retract or take down the Public Announcement as appropriate on receipt of such a request.

7.4. In circumstances where the Requesting Party issues a Withdrawal Request, the Requesting Party shall have the right to require the Issuing Party to issue a corrective statement addressing the erroneous nature of the Public Announcement. Such correction statement shall be reviewed and approved by the Requesting Party prior to any external publication.

7.5. Notwithstanding Clause 7.1, where a Public Announcement is prepared either jointly or by the Client, the Intellectual Property Rights in the Public Announcement shall be jointly owned by the Company and the Client.

7.6. Neither Party shall release or publish any public announcement in relation to the provision or receipt of the Services that is misleading, false, or inaccurate.

8. Confidentiality

8.1. For the purposes of this Clause, “Disclosing Party” shall refer to either the Company or the Client that discloses the Confidential Information, and “Receiving Party” shall refer to the one that receives such disclosure of the Confidential Information.

8.2. The Receiving Party undertakes to the Disclosing Party that (a) it will use the Confidential Information solely for the purpose of fulfilling its obligations under the Agreement, and (b) it will not disclose any Confidential Information to any third parties without the prior written consent of the Disclosing Party, except to its employees, directors, officers, contractors, advisers, and employees and officers of its affiliates (including, but not limited the Affiliates) who are bound by confidentiality obligations and need to know the information to assist in fulfilling the obligations under the Agreement.

8.3. Notwithstanding the foregoing, the confidentiality and limited use obligations set forth above shall not apply to the following information:

a) information that was publicly available at the time of first disclosure by the Disclosing Party or becomes publicly available after the time of first disclosure through no fault of the Receiving Party,

b) information that was already in the possession of the Receiving Party at the time of first disclosure,

c) information that is received by the Receiving Party from an unrelated third party with no confidentiality obligations attached,

d) information that is authorised for release by the Disclosing Party in writing,

e) information that the Receiving Party discloses in order to comply with an order, request, or any applicable laws or regulations, including, without limitation, laws, rules, guidelines and other regulations of any securities exchange or other self-regulatory body. To the extent permitted by applicable laws or regulations, the Receiving Party shall promptly inform the Disclosing Party of the situation and allow the Disclosing Party to control any efforts to challenge the order, request, or regulation.

8.4. The obligations under this Clause shall survive the termination or expiration of the Service Agreement for a period of three (3) years.

9. Use of De-Identified Data and Client Feedback

9.1. The Company may use, reproduce, and create derivative works of De-Identified Data for statistical analysis, service improvement, benchmarking or development of new services, and publication of research findings or industry insights.

9.2. The Client authorises the Company to freely employ, disseminate, and incorporate any feedback, ideas, improvements, or suggestions provided by the Client regarding the Services. This includes the right for the Company to adapt, modify, re-purpose, or implement such feedback in its current or future services, without any obligation to compensate the Client.

10. Data Protection

10.1. These clauses 10.1 to 10.9 apply where the Client and the Company act as independent controllers in respect of personal data shared in connection with the Agreement (”Shared Personal Data”).

10.2. Both the Client and the Company shall comply with Data Protection Laws in relation to the processing of Shared Personal Data.

10.3. Both the Client and Company shall only process the Shared Personal Data for the purposes of and in connection with the Agreement.

10.4. The Client shall ensure that all necessary consents have been obtained and all required notices have been provided to enable the lawful transfer of personal data to the Company and for the lawful processing of such data by the Company on behalf of the Client for the purposes specified in the Service Agreement.

10.5. Both the Client and the Company shall respond, within a reasonable time and as far as reasonably possible, to enquiries from the relevant data protection authorities, such as the Information Commissioner, supervisory authority under the EU GDPR or UK GDPR, or any other corresponding authority under the applicable Data Protection Laws, in relation to Shared Personal Data.

10.6. The Client and Company shall cooperate and provide reasonable assistance to each other upon request to the extent relevant to the Shared Personal Data and/or the Agreement to enable the requesting party to comply with Data Protection Laws including, but not limited to, in relation to subject access requests or any other exercise by a data subject of their rights under Data Protection Laws and to respond to any assessment, enquiry, notice or investigation under Data Protection Laws in respect of the Shared Personal Data and/or the Agreement.

10.7. Restricted Transfers of Shared Personal Data from Company to Client shall be governed by the UK SCCs or the EU SCCs as applicable, which are hereby deemed incorporated by reference. The UK SCCs, and the EU SCCs which the parties agree shall be amended in accordance with their equivalent amendments to the UK SCCs in this clause 10.7, are amended as follows:

a) for the purposes of Table 2 of the UK SCCs, the relevant module of the EU SCCs to which the UK SCCs form an addendum shall be Module 1 (Transfer Controller to Controller);

b) for the purposes of Table 2 of the UK SCCs, clause 7 shall be held to apply and clause 11 shall be held not to apply;

c) The contact details of the Customer and Clients and duly authorised representative as set out in the Service Agreement shall serve as Annex 1A;

d) Appendix 1 of these Terms shall serve as Annex 1B;

e) for the purposes of Annex II of the UK SCCs, the technical and organisational measures the Company will implement (on an ongoing basis) shall ensure a level of protection appropriate to the risk of processing Shared Personal Data, including for any potential data breach, and the Company will ensure that the Shared Personal Data while in the Company’s possession or control will be protected with at least the same level of security as described in the Technical and Organisational Measures Policy.

f) for the purposes of Table 4 of the UK SCCs, the selection is “Importer” and “Exporter”; and

g) the governing law of the clauses shall be the law of England and Wales, disputes are subject to the jurisdiction of the English courts and the competent supervisory authority shall be the UK Information Commissioner’s Office. For the purposes of the EU SCCs, the competent supervisory authority shall be the Data Protection Commissioner of Ireland and the governing law of the clauses shall be the law of Ireland and disputes are subject to the jurisdiction of the Irish courts.

10.8. The parties will ensure that any onward Restricted Transfer of Shared Personal Data by them will be made in compliance with Data Protection Laws.

10.9. Where Data Protection Laws require, and where the Company acts as a processor on behalf of the Client in connection with the Agreement, the parties agree that the Data Processing Agreement (“DPA”), accessible via [https://www.zevero.earth/platform-legals/zevero-data-processing-agreement-singapore], shall apply, and the DPA will form an integral part of the Agreement.

11. Client Representation and Warranties

11.1. The Client warrants and represents that:

a) it has duly authorised the individual or individuals who have executed the Service Agreement on its behalf, and that such execution is legally binding;

b) neither the Client, its directors, officers, substantial shareholders, nor any person or entity with controlling power over the Client is affiliated with or constitutes an Antisocial Force;

c) the Client has not allowed any Antisocial Force to use its name or influence the execution of the Service Agreement;

d) the Client shall not, directly or indirectly, engage in or permit any threats, violence, fraud, or other unlawful activities against the Company during the term of the Service Agreement;

e) the Client has no current or past relationships with any Antisocial Forces that could be construed as supportive or cooperative; and

f) the Client has not provided any funds, benefits, or other support to any Antisocial Forces.

11.2. The Client further warrants that:

a) it has all necessary access to and is able to provide such information as may be required by the Company, in order to provide the Services, including but not limited to Input Data, security access information, and configuration services;

b) it shall carry out all Client responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as required by the Company from time to time, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary;

c) it owns all right, title, and interest in and to all of the Input Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such Input Data.

11.3. The Company is not responsible for verifying any Input Data and shall not be liable for any damages, losses, or liabilities arising from or related to any inaccurate, false, or misleading Input Data provided by the Client or any breach of the warranties set forth in this Clause.

12. Limited Warranty and Disclaimer

12.1. The Company shall provide the Services with reasonable care and skill in accordance with the Agreement. However, the Company shall not be liable to the extent of any non-conformance caused by the use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents.

12.2. The Company does not warrant that the Service is fit for a particular purpose, compatible with specific devices or systems, or satisfies any legal or regulatory requirements. The Company does not warrant that the Service or the output of the Service will meet Client’s requirements or that Client’s use of the Service or output of the Service will be uninterrupted or error-free.

12.3. The Company shall not be liable for any damages, including damages to the Client or any other third parties, caused by the Client’s breach of the Agreement, or applicable laws and regulations.

13. Limitation of Liability

13.1. Nothing in the Agreement shall limit or exclude the liability of the Company: (a) for death or personal injury caused by the Company’s negligence; (b) for fraud or fraudulent misrepresentation; or (c) for any liability that cannot be limited or excluded by applicable law.

13.2. Subject to Clause 13.1, the Company shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, loss of business or profits, or any matter beyond the Company’s reasonable control, regardless of whether such liability arises from any claim based upon contract, warranty, tort, product liability or otherwise. The Company accepts no liability whatsoever for any loss incurred by the Client caused or contributed to in any way by any error or interruptions in the use of the Service.

13.3. Subject to Clause 13.1, and without prejudice to Clause 14, notwithstanding anything to the contrary, the Company’s aggregate liability under the Agreement, whether in contract, tort or otherwise, shall be limited to the total amount of Fees actually paid by the Client to the Company under the Service Agreement in the twelve (12) months preceding the event giving rise to the claim.

14. Indemnification

14.1. The Client shall indemnify, defend, and hold harmless the Company, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

a) any breach of the Data Protection Laws, or other applicable laws or regulations;

b) any breach of the Agreement by the Client (which, for the avoidance of doubt, shall include but not be limited to the warranties set forth in Clause 11 and the terms of the Code of Conduct) where such breach is due to the Client’s wilful misconduct or gross negligence;

c) any claims by third parties arising in connection with the Client’s alleged or actual infringement or misappropriation of a third party’s intellectual property rights; and

d) any claims by third parties (including governmental authorities) arising in connection with the Input Data provided by the Client.

14.2. The Company shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any claim, suit, or proceeding brought by a third party alleging that the Client’s use of the Services in accordance with the Agreement infringes or misappropriates such third party’s intellectual property rights.

15. Agreement Term

15.1. Subject to Clause 29 (Survival), the Agreement shall remain in effect until the expiration of the term of the Service Agreement, including any extension or renewal thereof as provided under Clause 15.2.

15.2. Without prejudice to Clause 3.7, the Agreement shall automatically renew for successive one (1) year periods unless the Client or the Company notifies the other in writing of its intention not to renew at least one (1) month prior to the end of the contract term. Subject to Clause 15.3, the terms of the Agreement during any such renewal term, including this automatic renewal provision, shall be the same as the terms in effect immediately prior to such renewal unless otherwise agreed by the Client and the Company in writing.

15.3. Without prejudice to Clause 3.7, where the duration of the initial term specified under the Service Agreement is longer than one (1) year, and

a) if the Agreement does not explicitly specify an annual Fee, the Fees for the renewal term shall be adjusted proportionally to reflect the one (1) year renewal term, unless otherwise agreed; and

b) if the Agreement sets forth distinct Fees for each year of the initial term, unless otherwise agreed, the Fee applicable for the renewal term shall be the Fee applicable during the final year of the initial term, subject to any Fee increase notices given pursuant to Clause 3.7.

16. Suspension of Use

16.1. The Company reserves the right to suspend or limit a Client’s use of the Services under the following circumstances:

a) the Client breaches any terms of the Agreement;

b) the Client fails to make payments when due;

c) any breach of the Client’s warranties or representations in Clause 11;

d) the Client takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy, insolvency proceedings, or any equivalent proceedings, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver, trustee, administrator, or any equivalent official appointed over any of the Client’s assets, or ceasing to carry on business, or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, subject to the applicable laws; or

e) the Client violates the Platform Code of Conduct.

16.2. Except in cases of emergency or imminent harm, the Company shall use reasonable efforts to notify the Client in advance before implementing any suspension or limitation of use under Clause 16.1.

16.3. The Company shall not be held liable for any damages, losses, or liabilities incurred by a Client resulting from the suspension or limitation of the Services.

17. Termination

17.1. The Company may terminate the Agreement with immediate effect by giving written notice to the Client if any of the circumstances listed in Clause 16.1 occur, except where the breach is minor and remediable, and the Client has remedied the breach within fifteen (15) days of notice from the Company.

17.2. The Client may terminate the Agreement with immediate effect by giving written notice to the Company if:

a) the Company commits a material breach of the Agreement and, if such breach is remediable, fails to remedy that breach within fifteen (15) days of being notified in writing to do so;

b) the Company commits any gross misconduct affecting the business of the Client;

c) the Company, its directors, or its substantial owners are Antisocial Forces or involved in transactions with Antisocial Forces; or

d) the Company breaches any material law applicable to the provision of the Services.

17.3. In the event of termination under Clause 17.2 or 23.3, any payments made for the period after the termination date will be refunded on a pro-rata basis. Payments made for the period prior to the termination date will not be refunded.

17.4. The rights of the Company and the Client under this Clause are without prejudice to any other rights that they may have at law to terminate the Agreement or to accept any breach of the Agreement as having brought the Agreement to an end. Any delay by either the Company or the Client in exercising its rights under Clause shall not constitute a waiver of these rights.

17.5. Upon termination of the Agreement for any reason:

a) all licenses for the use of the Platform granted under the Agreement shall immediately terminate, and the Client shall cease all use of the Services and the Platform and any Company’s IP;

b) the Client shall pay all outstanding Fees and charges due to the Company up to the effective date of termination; and

c) upon the Company’s request, the Client shall return or destroy all Confidential Information of the Company in its possession or control, and certify in writing to the Company that it has done so.

18. Notice

18.1. Any notice required or permitted under the Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered in person, by certified mail, postage prepaid, by nationally recognised overnight courier, or by e-mail to the party to be notified at its address or email address as specified in the Service Agreement.

18.2. Upon the Company’s or Client’s written notification of a change in their respective addresses or email addresses for receiving notices, all future notices must be sent to the new address or email address as specified.

18.3. If multiple email addresses are designated in the Service Agreement or subsequently provided in writing, notices must be concurrently sent to all specified email addresses.

18.4. The Company may, at its sole discretion, provide notifications to the Client via email, written notice, or through posting of such notice on the Company’s website.

19. Amendments of the Terms

19.1. The Company reserves the right to amend the Terms at its discretion to accommodate changes in legal requirements, industry standards, or Company policies.

19.2. Clients will be notified of any amendments through an email or a prominent notification on an appropriate section of the Company’s website, including but not limited to the Platform’s login screen. The amendments will take effect on a date specified in the notice, which will not be less than 30 days from the issuance of the notice unless a longer period is mandated by law.

19.3. Continued use of the Services after the effective date of these amendments will be considered as acceptance of the updated Terms.

19.4. In cases where legal requirements necessitate immediate amendments or to prevent imminent harm to the Services, Clients, or third parties, the Company may apply amendments with a shortened notice period or make them effective immediately.

19.5. Subject to Clauses 19.1 to 19.4, no variation, modification, or amendment of the Terms shall be effective unless made in writing and signed by duly authorised representatives of both the Company and the Client.

20. Changes to Service

The Company reserves the right to modify, add, or discontinue any aspect of the Services at its sole discretion without prior notice to or consent from the Client. The Company will not be liable for any damages or losses resulting from such modifications to the Services.

21. Handling of Client Information

21.1. The Company shall properly handle Client Information in accordance with relevant laws.

21.2. The Company may use Client Information to provide and improve the Services, develop new services, and send promotional communications to the Client.

21.3. The Company may provide Client Information to third parties in cases permitted under the law, such as when required by court order or when outsourcing data processing.

21.4. The Client may request disclosure, correction, or deletion of their personal information.

22. No partnership or agency

22.1. The Company is retained as an independent contractor of the Client. Nothing in the Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the Company and the Client. Neither Party is authorised to make any representation, contract, or commitment on behalf of the other Party unless specifically requested or authorised in writing by that Party.

23. Force Majeure

23.1. Neither the Company nor the Client shall be liable for any delay or failure to perform their obligations under the Agreement due to a Force Majeure Event, provided that the affected Party:

a) promptly notifies the other Party in writing of the occurrence and details of the Force Majeure Event;

b) takes all reasonable steps to mitigate the impact of the Force Majeure Event and resume performance as soon as possible; and

c) continues to perform its obligations to the extent not prevented by the Force Majeure Event.

23.2. Notwithstanding the foregoing, the Client’s obligation to pay Fees to the Company shall not be excused by any Force Majeure Event affecting the Client.

23.3. If a Force Majeure Event continues for more than sixty (60) days and substantially deprives either the Company or the Client of the benefits of the Agreement, either Party may terminate the Agreement by giving written notice to the other. In the event that the Client terminates the Agreement in accordance with this Clause 23.3 due to the Client being substantially deprived of the benefits of the Agreement as a result of the Force Majeure Event (other than where such deprivation is attributable to any act, omission, or breach by the Client), the Client shall only be obliged to pay any Fees incurred up to the date on which the Client was first so deprived of the benefits of the Agreement.

24. Severability

If any provision of the Agreement is determined by any court or other competent authority to be unlawful, invalid, or unenforceable to any extent, such provision shall, to the extent of such invalidity or unenforceability, be severed from the remaining provisions which will continue to be valid to the fullest extent permitted by law.

25. Third Party Rights

25.1. Except as explicitly stated in this Agreement, no person who is not a party to this agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party that exists, or is available, independent of that Act.

25.2. The rights of the Client and the Company to terminate or agree any variation, waiver, or settlement under the Agreement are not subject to the consent of any third party that is not a party to this Agreement.

25.3. Notwithstanding any other provision of this Agreement, to the extent permitted under applicable law, the parties acknowledge and agree that any claim that the Client may seek to bring against an Affiliate shall be brought by the Client against the Company directly, and the terms of this Agreement shall apply to such claim, including but not limited to the exclusions and limitations of liability set out in Clause 13.

26. Governing Law and Dispute Resolution

26.1. Each Party irrevocably agrees that the Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (each, a “Dispute”) will be governed by and construed in accordance with the law of England and Wales.

26.2. In the event of any Dispute, the Client and the Company shall first attempt to resolve the Dispute amicably. Upon the occurrence of any such Dispute, the Client or the Company seeking resolution may send to the other a written notice of dispute (the “Dispute Notice”), detailing the nature of the Dispute and the proposed resolution. The Client and the Company shall use reasonable commercial efforts to resolve the Dispute through negotiation within 30 days following the receipt of the Dispute Notice.

26.3. In the event the Client and the Company are unable to resolve such Dispute within 30 days after the delivery of the Dispute Notice, either of the Client and the Company may proceed with litigation. The Client and the Company irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction over any such Dispute.

27. Assignment

27.1. The Client may not assign, transfer, sublicense, or otherwise dispose of its rights or obligations under the Agreement without the prior written consent of the Company.

27.2. The Company may assign, transfer, sublicense, or otherwise dispose of its rights or obligations under the Agreement to any third party without the Client’s consent, provided that the Company gives prior written notice to the Client of such assignment, transfer, sublicense, or disposal.

28. Entire Agreement

28.1. The Agreement represents the entire agreement between the Client and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect to such subject matter, whether expressed or implied.

28.2. In the event of any conflict or inconsistency between the Terms and the Service Agreement, the terms of the Service Agreement shall prevail to the extent of such conflict or inconsistency. There are no warranties, representations, or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein and in the Agreement.

29. Survival

Provisions of the Agreement that by their nature should survive termination will remain in effect even after termination of the Agreement, including but not limited to Clause 6 (Intellectual Property), Clause 7 (Public Announcements), Clause 8 (Confidentiality), Clause 9 (Use of De-Identified Data), Clause 10 (Data Protection), Clause 11 (Client Warranties), Clause 12 (Limited Warranty and Disclaimer), Clause 13 (Limitation of Liability), Clause 14 (Indemnification), Clause 18 (Notices), Clause 23 (Force Majeure), Clause 24 (Severability), and Clause 26 (Governing Law and Dispute Resolution) of the Terms.

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