RETHINK PLATFORM – TERMS OF USE

PLEASE READ CAREFULLY BEFORE ACCESSING OR USING THE RETHINK PLATFORM
Version date: 09 OCTOBER 2024

This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Rethink Carbon Limited, a company incorporated and registered in Scotland with company number SC720495 whose registered office is 12 Dalfaber Park, Aviemore, Scotland, PH22 1QF (“Licensor”, “us” or “we”) for:

• a land management SaaS platform and any data supplied through or in relation to the platform (Services); and
• any documents provided or generated as part of the Services (Documents).

This Licence consists of these terms, the Order, and any other documents referenced in or attached to them.

We license use of the Services and Documents to you on the basis of this Licence. We do not sell the Services or Documents to you. We, or our licensors, remain the owners of the Services and Documents at all times.

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IMPORTANT NOTICE TO ALL USERS

• YOU AGREE TO THE TERMS OF THIS LICENCE, WHICH WILL BIND YOU AND YOUR EMPLOYEES BY:
  1. CLICKING “I ACCEPT” OR “I AGREE” (OR SIMILAR BUTTON OR CHECKBOX) WHEN PLACING AN ORDER; OR
  2. DOWNLOADING, ACCESSING OR USING THE SERVICES OR DOCUMENTS.
• THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 6.
• WE MAY UPDATE THE TERMS OF THIS LICENCE AT ANY TIME ON NOTICE TO YOU IN ACCORDANCE WITH CLAUSE 10.
• IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT PLACE AN ORDER AND YOU MAY NOT DOWNLOAD, ACCESS OR USE THE SERVICES OR DOCUMENTS.

OPERATING REQUIREMENTS: THE SERVICES ARE INTENDED FOR DESKTOP USERS. YOU MUST HAVE INTERNET ACCESS IN ORDER TO ACCESS AND USE THE SERVICES AND DOCUMENTS. THE SERVICES MAY NOT FUNCTION FULLY IF YOUR INTERNET DOWNLOAD SPEED IS LESS THAN 20MB OR IF ACCESSED OR USED ON A MOBILE DEVICE AND WE SHALL NOT BE RESPONSIBLE FOR ANY LIMITED FUNCTIONALITY IN SUCH CIRCUMSTANCES.

You should print a copy of this Licence for future reference.

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1. LICENCE

1.1 The following defined terms are used in this Licence:

• Authorised Users means the employees, agents and independent contractors of you, who you authorise to use the Services and the Documents in accordance with this Licence.
• Effective Date means the date of an Order.
• Fees means the fees payable for the Services, as set out in the Order.
• Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.
• Initial Licence Period means the initial Subscription Period set out in an Order.
• Licensee Data means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Services or Documents and any data generated by, or derived from your use of the Services or Documents, whether hosted or stored within the Services or Documents or elsewhere.
• Licence Period mean the Initial Licence Period and any Renewal Periods.
• Order means the order document or online order, in a form approved by us, that you submit to us which specifies the applicable Subscription Period, number of User Subscriptions, number of Authorised Users, any Fees, billing, payment terms and other terms, applicable to the Services and Documents.
• Renewal Period has the meaning given to it in Clause 9.1.
• Subscription Period means either (i) one month or (ii) twelve months; as specified in an Order.
• User Subscriptions means the user subscriptions ordered by you, or on your behalf, from the Licensor in accordance with the Order, which entitle Authorised Users to access and use the Services and the Documents in accordance with this Licence.
• Viruses means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
• Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2 In consideration of you agreeing to comply with the terms of this Licence, we grant to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, for the Licence Period, to access and use the Services (and the Documents in connection with the Services) in the UK on the terms of this Licence, solely for your internal business operations.

1.3 You shall:

1. provide the Licensor with:
   1. all necessary co-operation in relation to this Licence; and
   2. all necessary access to such information as may be required by the Licensor, to the extent required to provide the Services and Documents including but not limited to Licensee Data and security access information;
2. without affecting your other obligations under this Licence, comply with all applicable laws and regulations with respect to your activities under this Licence; and
3. ensure that your network and systems comply with the relevant specifications provided by the Licensor from time to time.

1.4 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You hereby grant us a non-exclusive right and licence to copy, exploit, process, store, transmit and use the Licensee Data for:

1. the provision of the Services and the Documents;
2. the purposes set out in our Privacy Notice as described in Clause 12;
3. improving our products and services; and
4. all other purposes relevant to the proper exercise of our rights and obligations under this Licence.

1.5 You undertake that:

1. the maximum number of Authorised Users that you authorise to access and use the Services and the Documents shall not exceed the number of User Subscriptions you have ordered from time to time;
2. you will not allow or permit any person that is not an Authorised User to use the Services or Documents;
3. you will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documents;
4. you shall permit the Licensor or the Licensor’s designated auditor to audit the Services to verify that your use of the Services and Documents does not exceed the total number of User Subscriptions ordered. This audit may take place physically on the Licensee’s premises, or remotely, at the Licensor’s option, and the Licensor may deploy reasonable online audit tools via the Services for these purposes;
5. you shall supervise and control use of the Services and Documents and ensure they are used by the Authorised Users only in accordance with the terms of this Licence;
6. you are responsible for all acts and omissions of each Authorised User;
7. all information provided to us or inputted via the Services by you or any Authorised User shall be complete, accurate and up to date; and
8. you shall comply with all applicable technology control or export laws and regulations.

1.6 The Services may provide or enable access to services, products, information or other content of third parties. The receipt of such services, products, information and content by you may be subject to the terms and conditions of the third parties. We are not a party to any relationship between you and such third parties, and shall not be liable for, and make no guarantee, endorsement, warranty or representation in respect of, any services, products, information or other content of such third parties that are provided or made available to you.

1.7 We may, from time to time, implement planned maintenance, upgrades or downtime in respect of the Services. Provided we have given you written notice of any periods of planned maintenance, upgrades or downtime, we shall not be liable for any failure or delay in providing the Services to you during such periods.

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2. RESTRICTIONS

2.1 Except as expressly set out in this Licence or as permitted by any applicable law which is incapable of exclusion by agreement between the parties, you shall not:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documents (as applicable) in any form or media or by any means;
2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
3. access all or any part of the Services or Documents to build a product or service which competes with the Services or the Documents;
4. use the Services or Documents to provide products or services to third parties;
5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or commercially exploit, or otherwise make the Services or Documents available to any third party except the Authorised Users; or
6. attempt to obtain, or assist third parties in obtaining, access to the Services or Documents, other than as provided under this Licence.

2.2 You shall not use the Services to:

1. distribute or transmit to the Licensor any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;
2. store, access, publish, disseminate, distribute or transmit any material which:
   1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   2. facilitates illegal activity;
   3. depicts sexually explicit images;
   4. promotes unlawful violence;
   5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
   6. is otherwise illegal or causes damage or injury to any person or property,
   and, without affecting any other right or remedy available to us, in the event of a breach by you of this Clause we may immediately disable your access to the Services and Documents for the duration of time that the breach remains unremedied.

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3. FEES

1. You shall pay us the Fees for the Services in accordance with this Clause 3 and the Order.
2. We shall invoice and take payment from you for the fees and charges (including the Fees) set out in an Order at the frequency specified in the Order. You acknowledge that we may invoice you for the Services and take payment from the payment method used when you placed an Order each time:
   1. you purchase additional services;
   2. you increase the number of User Subscriptions purchased from us;
   3. this Licence renews in accordance with Clause 9.1; or
   4. you otherwise alter your use of the Services such that additional amounts may be payable to us.
3. If we provide the Services to you at any time on a free trial basis, we will take payment for the Fees at the end of the free trial period from the payment method used when you placed an Order, unless you terminate the Licence by giving written notice to us prior to the end of the free trial period, in which case the Licence will terminate at the end of the free trial period.
4. If this Licence renews in accordance with Clause 9.1 and we do not receive payment of the Fees from you by the start of the relevant Renewal Period, we may disable your access to the Services and Documents and we shall be under no obligation to provide any or all of the Services while any Fees payable remain unpaid. In such case you must provide us with a new eligible payment method within 30 days of the start of the relevant Renewal Period or this Licence will automatically terminate at the end of such 30 day period.
5. We may increase the Fees at the start of each Renewal Period upon at least one month’s prior written notice and the applicable fee in the Order shall be deemed to have been amended accordingly. If you do not agree to such increase, you shall notify us in writing prior to the start of the relevant Renewal Period, in which case this Licence will automatically terminate at the end of the then current Licence Period.
6. All amounts and fees stated or referred to in this Licence:
   1. shall be payable in pounds sterling;
   2. are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate; and
   3. 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).

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4. INTELLECTUAL PROPERTY RIGHTS

1. You acknowledge that all intellectual property rights in the Services and Documents anywhere in the world belong to us or our licensors, that rights in the Services and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Services or the Documents other than the right to use them in accordance with the terms of this Licence.
2. “Rethink Carbon” is a UK registered trade mark. You may not use or reproduce the trade mark, logo or brand name.

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5. WARRANTY

1. We warrant that the Services will, when properly used, perform substantially in accordance with any written specifications for the Services which are made available by us on our website or otherwise provided by us to you from time to time (Specifications).
2. If you notify us in writing of any defect or fault in the Services as a result of which it fails to perform substantially in accordance with the Specifications, we will, at our sole option, correct such defect or fault in the Services, provided that you make available all the information that we may reasonably request, including sufficient information to enable us to recreate the defect or fault.
3. Clauses 5.1 and 5.2 do not apply if the defect or fault in the Services results from you having used the Services or Documents in breach of the terms of this Licence or in a manner contrary to the instructions given to you by us.

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6. LIMITATION OF LIABILITY

6.1 EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS LICENCE:

1. YOU ACKNOWLEDGE THAT THE DATA AND RESOURCES PROVIDED AND RESULTS AND INFORMATION OBTAINED FROM THE USE OF THE SERVICES AND DOCUMENTS MAY INCLUDE OR BE BASED ON INFORMATION, DATA OR RESOURCES OF YOURS OR A THIRD PARTY (THIRD PARTY CONTENT) AND IS NOT TO BE RELIED UPON. WE ARE NOT RESPONSIBLE FOR AND DO NOT ENDORSE OR WARRANT ANY THIRD PARTY CONTENT AND YOU WILL NEED TO MAKE YOUR OWN INDEPENDENT JUDGEMENT REGARDING YOUR INTERACTION WITH SUCH THIRD PARTY CONTENT. WE DO NOT PROVIDE, AND THE SERVICES AND DOCUMENTS DO NOT CONSTITUTE, CONTAIN OR GENERATE, ANY RECOMMENDATIONS OR ADVICE AND YOU ASSUME SOLE RESPONSIBILITY FOR ALL RESULTS AND INFORMATION OBTAINED FROM YOUR USE OF THE SERVICES AND THE DOCUMENTS, AND FOR CONCLUSIONS DRAWN FROM SUCH USE AND NO RESPONSIBILITY CAN BE ACCEPTED BY US FOR ANY ACTION OR INACTION AS A RESULT OF DATA AND RESOURCES PROVIDED OR RESULTS AND INFORMATION OBTAINED FROM USE OF THE SERVICES AND DOCUMENTS;
2. YOU ACKNOWLEDGE THAT WE SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION OR INSTRUCTIONS SUBMITTED BY YOU OR ANY AUTHORISED USERS OR PROVIDED TO US BY YOU IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY US AT YOUR DIRECTION;
3. YOU ACCEPT RESPONSIBILITY FOR THE SELECTION OF THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS AND ACKNOWLEDGE THAT THE SERVICES AND DOCUMENTS HAVE NOT BEEN DEVELOPED OR DESIGNED TO MEET OR SUPPORT ANY INDIVIDUAL REQUIREMENTS YOU HAVE, INCLUDING ANY REGULATED ACTIVITY THAT YOU MAY BE ENGAGED IN. IF YOU USE THE SERVICES FOR ANY REGULATED ACTIVITY YOU AGREE TO COMPLY WITH ANY REQUIREMENTS THAT APPLY TO SUCH REGULATED ACTIVITY FROM TIME TO TIME (INCLUDING IN ANY JURISDICTION IN WHICH YOU OPERATE OR WHERE THE REGULATED ACTIVITY IS UNDERTAKEN) AND YOU SHALL DEFEND, INDEMNIFY AND HOLD US HARMLESS AGAINST ANY LOSS OR DAMAGE (INCLUDING REGULATORY FINES OR PENALTIES) COSTS (INCLUDING LEGAL FEES) AND EXPENSES WHICH WE MAY SUFFER OR INCUR AS A RESULT OF YOUR BREACH OF THIS CLAUSE 6.1.3; AND
4. THIS LICENCE SETS OUT THE FULL EXTENT OF OUR OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF THE SERVICES AND DOCUMENTS AND THERE ARE NO CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, THAT ARE BINDING ON US. ANY CONDITION, WARRANTY, REPRESENTATION OR OTHER TERM CONCERNING THE SUPPLY OF THE SERVICES AND DOCUMENTS WHICH MIGHT OTHERWISE BE IMPLIED INTO, OR INCORPORATED IN, THIS LICENCE WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE FIT FOR YOUR PURPOSES, ARE ERROR FREE OR UNINTERRUPTED, OR ARE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE NOT SPECIFIED IN THIS LICENCE.

6.2 SUBJECT TO CLAUSE 6.5, WE SHALL NOT IN ANY CIRCUMSTANCES BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT OR DELICT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS LICENCE FOR:

1. LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE;
2. BUSINESS INTERRUPTION;
3. LOSS OF ANTICIPATED SAVINGS;
4. WASTED EXPENDITURE;
5. LOSS OR CORRUPTION OF DATA OR INFORMATION;
6. LOSS ARISING FROM ANY USE OR FAILURE OF YOUR OR ANY THIRD PARTY’S INFRASTRUCTURE, UTILITIES, NETWORK, PRODUCTS, SERVICES, CONTENT, INFORMATION OR RESOURCES;
7. LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; OR
8. ANY INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, CHARGES OR EXPENSES.

6.3 SUBJECT TO CLAUSES 6.1, 6.2, 6.4 AND 6.5, OUR MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS LICENCE WHETHER IN CONTRACT, TORT OR DELICT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE LOWER OF (A) THE TOTAL FEES PAID OR PAYABLE FOR THE SERVICES DURING THE INITIAL LICENCE PERIOD OR THE RENEWAL PERIOD IN WHICH THE CLAIM OR LIABILITY FIRST AROSE, OR (B) £20,000.

6.4 NOTWITHSTANDING CLAUSE 5, IN THE EVENT WE PROVIDE THE SERVICES TO YOU AT ANY TIME FOR FREE OR ON A FREE TRIAL BASIS, THE SERVICES AND DOCUMENTS SHALL, FOR THE PERIOD THEY ARE PROVIDED FOR FREE OR DURING THE FREE TRIAL, BE PROVIDED ON AN “AS IS” BASIS AND NO WARRANTY IS GIVEN IN RESPECT OF THEM. SUBJECT TO CLAUSES 6.1, 6.2 AND 6.5, OUR MAXIMUM AGGREGATE LIABILITY ARISING FROM OR IN CONNECTION WITH ANY FREE SERVICES OR FREE TRIAL PROVIDED UNDER THIS LICENCE WHETHER IN CONTRACT, TORT OR DELICT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE LIMITED TO £50.

6.5 NOTHING IN THIS LICENCE SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR:

1. DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE;
2. FRAUD OR FRAUDULENT MISREPRESENTATION; OR
3. ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

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7. INDEMNITY

1. We shall defend you, your officers, directors and employees against any third party claim that your normal use of the Services or Documents in accordance with this Licence infringes any UK patent, copyright, trade mark, database right, right of confidentiality or other intellectual property right enforceable in the UK (Claim). We shall indemnify you for any amounts awarded against you in judgment or settlement of such Claims and all related losses, costs and expenses, provided that:
   1. we are given prompt written notice of any such Claim upon you becoming aware of anything which might give rise to any liability on us to indemnify you under this clause;
   2. you provide us with reasonable co-operation in the defence and settlement of such Claim, at our expense; and
   3. we are given sole authority to defend or settle the Claim.
2. In the defence or settlement of any Claim under Clause 7.1, we may procure the right for you to continue using the Services or Documents, replace or modify the Services or Documents so that they become non-infringing or, if such remedies are not reasonably available, terminate this Licence on written notice to you without any additional liability or obligation to pay damages or other additional costs to you.
3. In no event shall we, our employees, agents and subcontractors be liable to you to the extent that the alleged infringement is based on:
   1. a modification of the Services or Documentation by anyone other than us;
   2. your use of the Services or Documentation in breach of the terms of this Licence or in a manner contrary to the instructions given to you by us; or
   3. your use of the Services or Documentation after notice of the alleged or actual infringement from us or any appropriate authority.
4. You shall defend and indemnify us and hold us harmless against any claim that any Licensee Data or our use of Licensee Data in accordance with this Licence infringes any patent, copyright, trade mark, database right, right of confidentiality, right of privacy or other intellectual property right, provided that:
   1. you are given prompt written notice of any such claim;
   2. we provide you with reasonable co-operation in the defence and settlement of such claim, at your expense; and
   3. you are given sole authority to defend or settle the claim.

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8. CONFIDENTIALITY

1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, 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 8.2.
2. Each party may disclose the other party’s confidential information:
   1. to its employees, officers, representatives, contractors, subcontractors or advisers, and those of its group companies, who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Licence. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers, and those of its group companies, to whom it discloses the other party’s confidential information comply with this Clause 8.2; and
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority provided that, to the extent it is legally permitted to do so, the disclosing party gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 8.2.2 it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Licence.
4. You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our confidential information. We acknowledge that the Licensee Data is your confidential information.

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9. TERM AND TERMINATION

1. This Licence shall commence on the Effective Date and, unless terminated as provided in this Licence, shall continue for the Initial Licence Period and, thereafter, this Licence shall automatically renew for successive Subscription Periods (each a Renewal Period), unless and until:
   1. either party terminates this Licence by giving:
      1. if the Subscription Period is one month, written notice to the other party within the then current Initial Licence Period or Renewal Period; or
      2. if the Subscription Period is twelve months, no less than one months’ written notice to the other party before the end of the then current Initial Licence Period or Renewal Period,
      in which case this Licence shall terminate upon the expiry of the then current Initial Licence Period or Renewal Period; or
   2. otherwise terminated in accordance with this Licence.
2. Without affecting any other right or remedy available to it, either party may terminate this Licence with immediate effect by giving written notice to the other party if the other party:
   1. fails to pay any amount due under this Licence on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
   2. commits a material breach of any term of this Licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
   3. takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up, being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Clause 9.2.3; or
   4. suspends or ceases, or threatens to suspend or cease, carrying on business.
3. On termination of this Licence for any reason:
   1. all rights granted to you under this Licence shall cease;
   2. you must immediately cease, and procure that all Authorised Users cease, all activities authorised by this Licence;
   3. you will cease to have any access to any Licensee Data hosted or stored in the Services and you are solely responsible for deleting or removing any such Licensee Data from the Services prior to termination;
   4. we shall continue to have the right to copy, exploit, process, store, transmit and use any analytics data relating to your use of the Services following termination to improve our products and services, and the licence granted at Clause 1.4 shall continue in force to the extent required to enable such use;
   5. any provision of this Licence that expressly or by implication is intended to come into or continue in force on or after such termination including without limitation Clauses 1.1 (Definitions), 2 (Restrictions), 3 (Fees), 4 (Intellectual property rights), 6 (Limitation of liability), 7 (Indemnity), 8 (Confidentiality), 9.3 (Effects of termination), 10 (Communications between us), 12 (How we may use your personal information), and 13 (Other important terms) shall remain in full force and effect; and
   6. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.
4. Fees paid for the Initial Licence Period or any Renewal Period are non-refundable.

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10. COMMUNICATIONS BETWEEN US

1. We may update the terms of this Licence at any time on notice to you in accordance with this Clause 10. If you do not wish to accept the terms of the Licence (as varied) you must notify us in writing within 6 days of deemed receipt and service of our notice to you under Clause 10.4 and this Licence will automatically terminate on expiry of the then current Licence Period. If you do not notify us within such 6 day period, your continued use of the Services and Documents following such period shall constitute your acceptance to the terms of this Licence, as varied.
2. Any update to the terms of this Licence or any other notice from us to you will be posted on our website and sent by email or pre-paid post to the address you provided in accordance with your Order.
3. Any notice from you to us will be sent by email to terms@rethinkcarbon.co.uk or by pre-paid post to our registered office. Any notice from you to us under clauses 3.3 or 9.1.1 may also be given by logging into your account on our website and selecting to end or cancel the Licence.
4. Any notice:
   1. given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
   2. given by you to us will be deemed received and properly served 24 hours after an email is sent or notice is given through our website, or three days after the date of posting of any letter.
5. In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of pre-paid post, that such notice was properly addressed, stamped and placed in the post to the address of the recipient for these purposes as described in this Clause 10; and, in the case of an email, that such email was sent to the email address of the recipient for these purposes as described in this Clause 10.

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11. EVENTS OUTSIDE OUR CONTROL

1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Clause 11.2.
2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks, infrastructure or facilities.
3. If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
   1. our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
   2. we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

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12. HOW WE MAY USE YOUR PERSONAL INFORMATION

1. Each party agrees to comply with all applicable data protection laws.
2. Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided at https://rethinkcarbon.co.uk/privacy and it is important that you read that information.

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13. OTHER IMPORTANT TERMS

1. We may transfer or sub-contract our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
2. You may only transfer or sub-contract your rights and obligations under this Licence to another person if we agree in writing.
3. If there is an inconsistency between these terms and the provisions of an Order, the provisions in the Order shall prevail.
4. This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
5. You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it.
6. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
7. This Licence may not be amended or varied other than in accordance with Clause 10 or otherwise by a written agreement signed by both parties.
8. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
9. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
10. Each of the Clauses of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining Clauses will remain in full force and effect.
11. This Licence does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of this Licence.
12. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Scots law. We both irrevocably agree to the exclusive jurisdiction of the Scottish courts.

© Rethink Carbon Limited — All rights reserved.