Terms & Conditions

DEFINITIONS AND INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.

1.1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.2. Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 6.
1.3. Commencement Date: the date set out in the Contract Details.
1.4. Conditions: these terms and conditions as amended from time to time in accordance with 11.4.
1.5. Contract: the contract between the Supplier and the Customer for the supply of Services, in accordance with these Conditions.
1.6. Customer: the person or firm who purchases Services from the Supplier, whose name and address are set out in the subscription.
1.7. Customer Data: the data, information and materials provided by the Customer to the Supplier from time to time for the purpose of the Services.
1.8. Deliverables: the deliverables produced by the Supplier for the Customer as a result of the Services including such deliverables as are set out in the Service Description.
1.9. Direct Debit Advance Notification: the Supplier’s written notification to the Customer that the Charges will be collected by direct debit, including the amount of Charges and the date of collection.
1.10. Direct Debit Mandate: a written instruction or authorisation from the Customer to the Customer’s bank, in the form provided by the Supplier, for the Supplier to collect payments of the Charges.
1.11. Initial Term: the period defined in the Contract Details.
1.12. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.13. Order: the Customer’s order for Services.
1.14. Proposal: a detailed proposal for the Services including a description or specification of the Services provided by the Supplier to the Customer.
1.15. Service Description: the description of the Services and any Deliverables as set out in the Contract, including (where applicable), the Proposal, and/or provision of automated carbon footprint calculations, and/or as further described on the Supplier’s website.
1.16. Services: the services, including the Deliverables, supplied by the Supplier to the Customer, including via the software, as set out in the Service Description.
1.17. Supplier: Carbon Quota Limited registered in England and Wales with company number 12660176 and registered office at Plexal, The Press Centre, Here East, 14 East Bay Lane, London, England, E20 3BS.
1.18. Supplier Materials: the Supplier’s portal and/or API technology comprising software, algorithms and other tools, and all materials, templates, software, documents and other property of the Supplier used in the provision of the Services.
1.19. Software: a manufacturing information system or enterprise resource planning software and/or services provided to the Customer by the Software Provider from time to time.
1.20. Software Provider: PrintVis, a third party software provider with whom the Customer has an agreement in respect of Software.

2. INTERPRETATION:

a) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time; and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. BASIS OF CONTRACT:

3.1. This Contract is between the Customer and the publisher (Supplier) from which you are procuring the Services and governs your use of the Services purchased through either Microsoft AppSource or Azure Marketplace (collectively, “Marketplace”) and/or the Software.
3.2. The Order shall be deemed to be accepted when the Customer creates the Subscription in the Marketplace and/or the Software and accepts these Conditions.
3.3. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate (including any terms and conditions included or referred to on the Customer’s Order), or which are implied by law, trade custom, practice or course of dealing.

4. SUPPLY OF SERVICES:

4.1. The Customer may instruct the Supplier to commence delivery of the Services by creating the subscription in the Marketplace or the Software
4.2. The Supplier shall supply the Services to the Customer in accordance with:
4.2.1. the Service Description in all material respects; and
4.2.2. any applicable law or regulatory requirements.
4.3. The Supplier shall use reasonable endeavours to meet any performance dates specified in the Service Description, but any such dates shall be estimates only, and time shall not be of the essence for performance of the Services.
4.4. The Supplier reserves the right to amend the Service Description (including the Proposal) if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4.5. The Services and Deliverables shall be delivered where necessary to the Customer by the Software by the Software Provider acting as the Supplier’s agent. The Supplier shall use reasonable endeavours to procure that the Software Provider delivers the Deliverables in a timely manner, and in accordance with the Service Description (in all material respects) and any applicable law or regulatory requirements.
4.6. The Supplier shall procure where necessary the commencement of the Services through the Software as soon as reasonably practicable following the Commencement Date.
4.7. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

5. CUSTOMER’S OBLIGATIONS:

5.1. The Customer shall:
5.1.1. co-operate with the Supplier in all matters relating to the Services;
5.1.2. comply with any Customer obligations as set out in the Service Description;
5.1.3. provide the Supplier and the Software Provider with the Customer Data, and such other information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
5.1.4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
5.2. In the event the Services are not delivered in accordance with clause 4.5, the Customer shall contact the Software Provider, and the Supplier shall, using reasonable endeavours, co-operate with the Software Provider to ensure the Services are rectified as soon as reasonably practicable.
5.3. The Customer warrants that the Customer Data shall not contain any personal information (as defined in the UK GDPR). Where the Supplier or the Software Provider discovers that any Customer Data includes personal data, the Supplier or the Software Provider may return such Customer Data to the Customer, and the Customer shall promptly take steps to remove or anonymise the Customer Data and redeliver to the Supplier.
5.4. If the Supplier’s or the Software Provider’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (including, without limitation, any deficiency in the Customer Data) (“Customer Default”):
5.4.1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
5.4.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.
5.5. The Customer shall not:
5.5.1. use the Services and/or any Deliverables in any way; or
5.5.2. make any statement, or representation, or misrepresentation about the Services and/or any Deliverables, and/or the impact or effect on the Customer’s business,
that will or may weaken, damage or be detrimental to the reputation or goodwill associated with the Supplier or the Services.

6. CHARGES AND PAYMENT

6.1. The Charges for the Services are as set out in the Marketplace or Software and for the avoidance of doubt if the Services are provided free of charge this will be considered a Charge and subject to the terms of this Contract.
6.2. The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.
6.3. The Supplier shall:
6.3.1. invoice the Customer in accordance with the payment schedule set out in the Marketplace or Software, or if no such payment schedule is set out, at the beginning of each month
6.3.2. collect payment via direct debit, monthly in advance in accordance with the Direct Debit Mandate. The Supplier shall issue a Direct Debit Advance Notification to the Customer prior to the collection of any Charges.
6.4. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). The Customer shall pay to the Supplier such additional amounts in respect of VAT at the same time as payment is due for the supply of the Services.
6.5. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 8, 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 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.6. All amounts due under the Contract 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).

7. INTELLECTUAL PROPERTY RIGHTS

7.1. All Intellectual Property Rights in the Services, including in the Supplier Materials, shall be owned by the Supplier. The Supplier grants to the Customer a non-exclusive, non-transferable licence for the term of this Contract to use the Supplier Materials solely for receipt of the Services.
7.2. The Customer shall not (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Supplier Materials in whole or in part.
7.3. All Intellectual Property Rights arising out of or in connection with Services, including in the Deliverables, shall be owned by the Supplier. The Supplier grants to the Customer, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to use Deliverables for the purpose of and in connection with its business.
7.4. The Customer shall not
7.4.1. modify, adapt or edit the Deliverables; or
7.4.2. sub-license, assign or otherwise transfer the rights granted in clause 7.3.
7.5. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, perpetual and irrevocable licence (with the right to sub-licence) to copy, use and modify any Customer Data and other information and materials provided by the Customer to the Supplier for the purpose of providing the Services to the Customer, and for any other purpose that directly contributes to the fight against climate change provided Customer Data is anonymised.
7.6. Any non-patent ideas, suggestions, comments, input, or know-how, in any form, that the Customer provides to the Supplier in relation to the Services (“Feedback”) is given voluntarily, and the Customer grants to the Supplier, without charge, a non-exclusive license to make, use, modify, distribute, and commercialise the Feedback as part of any of recipient’s products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential.

8. LIMITATION OF LIABILITY

8.1. References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
8.3. Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.
8.4. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.5. Subject to clause 8.2 and clause 8.4 the Supplier’s total liability to the Customer for all loss or damage shall not exceed the total Charges paid by the Customer for the Services in the 12 month period in which a claim arises.
8.6. Subject to clause 8.2, clause 8.3 and clause 8.4, this clause 8.6 sets out the types of loss that are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.
8.7. The Supplier shall have no liability for any claim made by the Customer after 12 months following the day on which the Customer became, or ought reasonably to have become, aware of the event resulting in the claim having occurred.
8.8. This clause 8 shall survive termination of the Contract.

9. DURATION AND TERMINATION

9.1. The Contract shall commence on the Commencement Date and continue as long as the Customer continues to pay for its usage of the Services
9.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.2.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
9.2.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
9.2.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
9.2.4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.3. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract, or terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10. CONSEQUENCES OF TERMINATION

10.1. On termination or expiry of the Contract:
10.1.1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
10.1.2. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. GENERAL

11.1. Waiver: No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.2. Remedies: Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
11.3. Entire agreement: This Contract, and the Proposal, sets out the entire agreement between the parties relating to its subject matter and supersedes all prior oral or written agreements, arrangements, or understandings between them relating to such subject matter. The parties acknowledge that they are not relying on any representation, agreement, term, or condition that is not set out in this Contract.
11.4. Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5. Severance: If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision or part-provision of this Contract is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.6. Third-party rights: This Contract does not create any right enforceable by any person who is not a party to it.
11.7. No partnership or agency: Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
11.8. Force majeure: Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 30 days’ written notice to the affected party.
11.9. Notices: Any notice required to be given under this Contract, shall be in writing and shall be sent by pre-paid first class post or recorded delivery to the address of the relevant party as set out in this Contract. Any notice shall be deemed to have been duly received at 9.00 am on the second business day after posting.
11.10. Assignment: The Customer shall not assign or sub-contract any of its rights or obligations under this Contract without the written consent of the Supplier or as otherwise set out in this Contract.
11.11. Governing law and jurisdiction: The validity, construction and performance of this Contract shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties hereby submit, except that a party may seek an interim injunction in any court of competent jurisdiction.