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Terms of Service

Definitions

Add-On Services: means additional services or functionality that may be added to a Customer Order Form.

Agreement: these Terms of Use and any Order Form.

Data: the data inputted by the Customer or otherwise generated in respect to the Customer’s use of the Services.

Documentation: any documentation made available to the Customer by GCS from time to time, whether in electronic form or otherwise, which sets out a description and user instructions for the Services.

Fees: the fees payable by the Customer to GCS for the Order Form.

Initial Term: the initial term of this Agreement as detailed in the Order Form, which shall commence on the Start Date.

Intellectual Property Rights: all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights, domain names and any other rights in any invention, discovery or process, in each case in the United Kingdom and together with all renewals and extensions.

Minimum Specification: means the specification which the Customer software is required to meet in order to use the Services, as revised from time to time.

Platform: the software and services made available to the Customer by GCS under this Agreement, as more particularly described in the Documentation relating to a Order Form.

Renewal Term: any subsequent terms after the Initial Term as described in clause 15.1.

Services: the services including access to the Platform to be provided by GCS to the Customer as detailed in an Order Form and any Documentation.

Start Date: the date GCS first make the Services available to the Customer.

Order Form: the online (or offline) order for access to the Platform and including the details of the Services to be provided to the Customer and applicable Fees and incorporating this Agreement.

Term: the Initial Term and any Renewal Term.

The Customer: means the business detailed in the Order Form.

Users: the individuals who are authorised by the Customer to access and use the Services in accordance with this Agreement.

A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking into account any amendment, extension, or re-enactment and includes any subordinate, interim or provisional legislation for the time being in force made under it. Any words following the terms including, include, in particular, for example or any other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms preceding those terms. References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement. The details of the Order Form form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.

  1. SERVICES
    1. This Agreement will operate as a framework agreement which defines the contractual terms and conditions under which GCS will supply Services to the Customer. Whilst this Agreement remains in force, the parties shall agree the provision of Services and any Add-On Services as set out in an Order Form which shall be governed by and be subject to, the terms and conditions of this Agreement.
    2. Terms of this Agreement. This Agreement shall commence on the Start Date when access to the Platform is made available to the Customer and shall continue throughout any Initial Term unless earlier terminated in accordance with the terms of this Agreement.
    3. Provision of Services. GCS shall, during the Term, use commercially reasonable endeavours to make the Platform available 24 hours a day seven days a week, except for: (a) planned maintenance carried out during the maintenance window of 05:00 to 08:00 UK time; and (b) unscheduled maintenance performed outside of normal business house, provided that GCS has used reasonable endeavours to give the Customer at least 6 normal business hours’ notice in advance.
    4. Support Services. GCS will, as part of the Services, provide the Customer with GCS’s standard customer support services as detailed in the Customer Order Form. GCS may amend its support services at its discretion from time to time.
    5. Service Improvements. The Customer acknowledge that GCS may change or modify the Services from time to time. GCS shall only be required to provide the Customer with reasonable notice of a change or modification to the Services in advance if the change of modification may substantially adversely affect the Customer’s use of the Services.
    6. Any dates quoted for delivery of Services are approximate only. Any services which are not detailed in the Customer Order Form are out of scope and subject to additional charges.
    7. Variation to this Agreement or Prices. GCS may make changes to this Agreement including to Fees payable from time to time on reasonable advance notice to the Customer of no less than 30 days. Any revised version of this Agreement or increase in Fees shall automatically apply to any Renewal Term or any Add-On Services when purchased.
    8. Unless otherwise agreed in writing, the Customer acknowledge that the Services have not been developed to meet the Customer’s individual requirements and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the Services as described in the Documentation meet the Customer’s requirements.
  1. LICENSE
    1. Subject to the Customer purchasing the Services in accordance with this Agreement, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, GCS hereby grants to the Customer a non-exclusive, non-transferable, non-sub-licensable, revocable right: (a) to permit Users to access and use the Platform and the Documentation during the Term; and, (b) to access and use the Services and the Documentation within the limits of the Order Form and the services the Customer have purchased.
    2. Limitations on Use. The rights provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company unless otherwise agreed in writing.
  1. GREEN CIRCLE’S OBLIGATIONS
    1. Warranty GCS warrants that it will perform the Services substantially in accordance with the material terms of the Documentation and that the services available through the Platform will be developed and implemented using recognised industry standards and best practice and with reasonable skill and care.
    2. The undertaking at clause 3.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to GCS’s instructions, or modification or alteration of the Services by any party other than GCS. If the Services do not conform with the foregoing warranty, GCS will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or if reasonably practicable, provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the warranty set out in this clause. Notwithstanding the foregoing, GCS: (a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    3. The warranties, representations (and where applicable, warranties) set out in this clause are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this agreement. Without limitation, GCS specifically denies any implied or express representation that the Services will be fit for any purpose or use other than that specifically stated by GCS in writing in the Documentation.
  1. THIRD PARTIES
    1. Third Party Data Sources. Certain parts of the Platform rely on User provided data and publicly available emission factors to estimate carbon emissions. Data on emission factors is obtained from various third-party sources, including governmental agencies, environmental organizations, academic institutions, or industry standards. These factors are subject to change as new data becomes available, scientific knowledge advances or methodologies are updated resulting in potential changes in the results obtained. Whilst GCS take steps to use reliable, up-to-date information, we do not have control over or warrant the accuracy, reliability or completeness of the data used or calculations obtained through the Services.
    2. Results. Any calculations from the Platform should be interpreted as approximations and not as precise measurements and should not be solely relied upon for making critical decisions. Any calculation services are provided “as is” and any reliance by the Customer and any Users of any information generated is entirely at their own risk.
    3. GCS shall not be held liable for any losses, damages, costs, or expenses incurred by the Customer or any User arising from the use of the Services or reliance on the information obtained and the Customer release and shall defend GCS against any third party or User claims, demands, liabilities, or damages arising out of or related to the use of the Services, or the information obtained from it.
  1. RESTRICTIONS OF USE
    1. Except to the extent expressly permitted under this Agreement and to the maximum extent permitted by law, the Customer shall not: (a) (i) attempt to copy, reproduce, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or; (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) offer any part of the Services for sale or distribution over any other medium; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to anyone except the Users; or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation; or (f) permit any third party to benefit from the use or functionality of the Services.
  1. THE CUSTOMER OBLIGATIONS
    1. The Customer shall: (a) provide GCS with all necessary and timely co-operation in relation to this Agreement in order to render the Services, including but not limited to, Data and documentation requested for the provision of the Services (and ensure that such information and data is accurate in all material respects); (b) appoint an individual who shall have the authority to contractually bind the Customer on matters relating to the Services; (c) be responsible for ensuring that the Customer’s technology meets the Minimum Specification, as amended from time to time; (d) comply with all applicable laws and regulations with respect to the Customer activities under this Agreement.
    2. The Customer are responsible for ensuring that the User’s use of the Services and Documentation is in accordance with the terms and conditions of this Agreement and shall be responsible for any User’s breach of this Agreement.
    3. The Customer shall be responsible for:
      1. Safeguarding and Security procuring and maintaining the Customer network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer network connections or telecommunications links or caused by the internet;
      2. Operating best practice and ensuring appropriate security precautions are taken in connection with its use of the Services. The Customer are responsible for taking all reasonable steps to mitigate the risks inherent in the provision and receipt of the Services, including data loss and taking all reasonable and usual precautions to safeguard the Customer IT infrastructure, including operating firewalls and virus checks and implementing effective and appropriate data security and backups in respect to the provision and receipt of Services.
    4. Compliance with Legal Requirements the Customer are solely responsible for ensuring that the Customer’s use of the Services and Data complies with any legal or regulatory requirements and is not fraudulent.
    5. Providing access to Third Part Users. In the event that the Customer provides access to the Platform to third party Users, the Customer indemnifies GCS in respect to any use of the Services or any calculations by any third party. In addition, The Customer accepts all responsibility for and agrees to release GCS entirely from any claims, liabilities, disputes, actions or proceedings arising from or connected to the Customer’s interaction with any User or third party through, or as a result of the provision or receipt of Services.
  1. DATA AND DATA PROTECTION
    1. Customer Data. the Customer shall own all rights, title and interest in and to all of the Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
    2. The Customer grant to GCS a non-exclusive, perpetual, irrevocable, royalty free license to use any data generated from the Customer use of the Services (“Service Data”) and any Data (provided that such data is anonymised) for the purpose of: (a) statistical analysis and monitoring, querying and analysing such data for the purpose of providing the Services and improving the quality of services GCS provides to its customers; (b) exercising its rights and fulfilling its other obligations under this Agreement; (c) complying with any applicable governmental or regulatory requirements; and/or (d) any other commercial purposes of GCS.
    3. The parties acknowledge that if GCS processes any personal data on the Customer behalf when performing its obligations under this agreement, the Customer are the controller and GCS is the processor for the purposes of the Data Protection Legislation. Schedule 1 sets out the obligations of the parties in respect to the processing of personal data.
  1. SUSPENSION OF SERVICES
    1. GCS may suspend Services without liability if: (a) GCS reasonably believes that the Services are being used in breach of the Agreement and the Customer do not remedy the failure within fourteen days of GCS's written notice to the Customer describing the breach; (b) there is an attack on the Services or the Services are accessed by or manipulated by a third party without GCS's consent; (c) GCS is required by law to suspend the Services or the Customer access to the Services; or (e) there is another event for which GCS reasonably believe that suspension of the Services is necessary to protect its or any other party’s network, system, the Services or other customers.
    2. For the avoidance of doubt, any suspension of Services, shall not suspend the Customer’s obligation to pay any Fees.
  1. CHARGES AND PAYMENT
    1. The Customer shall pay the Fees to GCS in accordance with this clause 10, or as otherwise agreed between the parties.
    2. The Customer shall provide to GCS relevant valid, up-to-date and complete contact and billing details and payment method to process any payments (either credit card, direct debit or debit card) for the Fees payable for the Order Form and the applicable Term. Fees for any Renewal Term shall be payable in advance. By submitting such payment information, the Customer automatically authorises GCS (without any further reference to the Customer) to charge to such payment instrument all Fees incurred through the Customer’s use of the Services.
    3. The Customer must have an open payment channel such as a Direct Debit or Automatic Card Payment set up with GCS. If this is cancelled or payment fails through the agreed channel, the Customer undertakes to make payment for any outstanding balance of any Fees due or payable to GCS under this Agreement, in full, within 7 days of the original due date. Failure to make this payment will result in legal action to recover the monies due.
    4. GCS may audit the Customer’s usage of the Services, in order: (a) to verify that the Customer is in compliance with the terms of this Agreement; and, (b) for billing purposes.
    5. If GCS has not received payment within 7 days after the due date for any Fees, then without prejudice to any other rights and remedies of GCS: (a) GCS may, without liability to the Customer, on 2 days advance notice, disable the Customer account and suspend access to all or part of the Services and GCS shall be under no obligation to provide any or all of the Services while the invoice(s) concerned, any interest, administrative and legal costs of collecting payment and any further sums payable, remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of Lloyds TSB at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
    6. All amounts and fees stated or referred to in this Agreement: (a) are non-cancellable and non-refundable; (b) are exclusive of applicable tax, which shall be added to GCS's invoice(s) at the appropriate rate.
    7. GCS shall be entitled to increase the Fees payable for Services at any time, on thirty days' prior written notice to the Customer. In the event that the Customer do not agree to such increase, the Customer may terminate this Agreement at the end of the then-current Term. In the event that the Customer do not notify GCS that the Customer object to any increase, the Renewal Term shall be extended and include the increase in Fees accordingly.
  1. PROPRIETARY RIGHTS

The Customer acknowledge and agree that GCS and/or its licensors are the sole and exclusive owners of all intellectual property and other proprietary rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.

  1. CONFIDENTIALITY
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body, provided that to the extent practicable and permitted by law, the receiving party shall promptly notify the disclosing party in advance of such requested disclosure and provide the disclosing party with an opportunity to object to such request.
    2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
    3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
    4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, provided that such party has taken reasonable steps to protect and avoid the loss, destruction, alteration or disclosure of such Confidential Information.
    5. the Customer acknowledge that details of the Services, and the results of any performance, security, penetration, vulnerability or other logical, analytical, data or information gathering tests carried out on the Services, constitute GCS's Confidential Information.
    6. GCS acknowledges that the Customer Data is the Customer Confidential Information.
    7. This clause 11 shall survive termination of this Agreement, however arising.
  1. INDEMNITY

The Customer shall defend, indemnify and hold harmless GCS against claims, actions, liabilities, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: (i) the Customer or any User's use of the Services and/or Documentation; or (ii) the Customer collection, use, processing and/or transfer of any Data, Service Data or other personal data; or (iii) any claim of any of any kind including legal fees arising from any claim, demand or action alleging that any use the Customer make of the Services is contrary to any law, code or regulation in any country. The Customer’s liability to GCS is unlimited under this indemnity and any other Customer indemnities under this Agreement.

  1. LIMITATION OF LIABILITY
    1. Nothing in this Agreement excludes the liability of either party: (a) for death or personal injury caused by GCS's negligence; or, (b) for fraud or fraudulent misrepresentation.
    2. Subject to clause 13.1 and clause 13.3: (a) to the maximum extent permitted by law, GCS shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, punitive, exemplary or consequential loss, costs, damages, charges or expenses however arising under or relating to this agreement, even if GCS has been advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.; and (b) GCS's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total amount of Fees paid by the Customer to GCS during the 6 months immediately preceding the date on which the claim arose.
    3. Under no circumstances shall GCS be responsible or liable for: (a) any inaccuracy, error or delay in, or omission of any data or information retrieved by the Services; (b) any error or delay in the transmission of such data or information; or (c) any interruption in any such data or information.
  1. TERM AND TERMINATION
    1. This Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Start Date and shall continue through the Initial Term (of one month or one year as detailed in the Order Form) and thereafter, this Agreement shall be automatically renewed for successive rolling periods of the Initial Term (each a Renewal Term), unless: (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or 30 days before any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial or Renewal Term or (b) otherwise terminated in accordance with the provisions of this Agreement. The Initial Term together with any subsequent Renewal Terms shall constitute “the Term”.
    2. Without affecting any other rights that it may be entitled to, either party may terminate this Agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) the other party has a receiver or administrative receiver appointed over it or over any part of its business or assets or passes a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or it ceases or threatens to cease or carry on business; or (c) there is a change in law or legislation which affects the way in which the Services operate, in which case GCS may immediately terminate this agreement without liability.
    3. Without affecting any other rights that it may be entitled to, GCS may terminate the Agreement for breach if payment of any invoiced amount (except to the extent such invoice is disputed in good faith) or Fee payable is overdue and following notification to the Customer, the Customer do not pay the overdue amount within seven Business Days of a written notice from GCS
    4. On termination of this Agreement for any reason: (a) all licences and access to the Services granted under this Agreement shall immediately terminate and the method of access supplied to the Customer will automatically expire and the Services will cease to operate immediately; and (b) GCS may destroy or otherwise dispose of any of the Customer Data in its possession; and (c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
    5. If this Agreement is terminated prior to the end of the Initial Term or any Renewal Term, other than for material breach by GCS under clause 14.2, all fees payable up to the end of the Initial Term or any Renewal Term and all other fees due and payable to GCS under this Agreement shall be immediately due and payable to GCS.

  1. FORCE MAJEURE

GCS shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of GCS or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, national or international pandemic or default of GCS's or sub-contractors for so long as said cause persists, provided that the Customer are notified of such an event and its expected duration.

  1. GENERAL
    1. No variation or modification of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorized representatives).
    2. No failure or delay by a party to exercise any right or remedy provided under this Agreement 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.
    3. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    4. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
    5. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
    6. the Customer shall not, without the prior written consent of GCS, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. GCS may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
    7. Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, agency, franchise or employment relationship between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    8. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
    9. Any provisions of this Agreement that by their nature should survive the termination or expiration of this Agreement, including but not limited to indemnification, limitation of liability, and governing law clauses, shall continue in effect beyond such termination or expiration.
    10. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.
  1. NOTICES
    1. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes as set out in this Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by e-mail shall be deemed to have been received at 9am on the first day following delivery. Where GCS is required under this Agreement to give the Customer any notice in writing, GCS may give this notice by letter or by email.
  1. GOVERNING LAW AND JURISDICTION
    1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
    2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).