1. DEFINITIONS AND INTERPRETATION

1.1. The following definitions and rules of interpretation apply in the Agreement.

“Affiliate” means any entity that is Controlled by or is under common Control with an entity.

“Agreement” means the contract entered into between BeZero and the Customer including the Order Form(s), these Core Terms of Business, and any relevant Product Specific Terms.

“Analyst Access Requests” means access to discuss Information with BeZero scientists and analysts.

“Analyst Access Request Limit” means the maximum number of hours of Analyst Access Requests that can be made by a Customer within the given period set out in the Order Form.

“Authorised Users” means the individual employees, agents or individual contractors of the Customer or Customer Affiliate who are authorised by the Customer to access and use the Services.

“BeZero Carbon Rating” means the headline letter rating for ex-post credits issued by a carbon offset project, derived using BeZero's proprietary assessment framework.

“BeZero IPR” as defined in clause 8.

“BeZero Platform” means BeZero's proprietary software and information platform which provides access to: (a) the BeZero Carbon Rating, along with other qualitative and quantitative analysis of certain carbon offset projects selected by BeZero for analysis; and (b) other Information and Documentation relating to a non-exhaustive selection of carbon offset projects.

“BeZero Usage Guidelines” means the guidelines for the use of the Information which are located at: https://bezerocarbon.com/legal/bezero-carbon-usage-guidelines

“Business Day” means any day which is not a Saturday, Sunday or public holiday in London, UK.

“Change of Control” means (a) if a person who Controls the Customer ceases to do so or (b) if another person acquires Control over the Customer.

“Confidential Information” means any information of a confidential nature (in whatever form) which is received or acquired (whether directly or indirectly) by the Recipient from the Discloser, or their respective Affiliates, including: (a) any know-how, trade secrets, plans, developments, financial, commercial, technical, tactical, strategic, marketing, operations, customer, product, or personnel information of any kind; (b) all information produced, developed or derived from information disclosed pursuant to the Agreement; (c) all information agreed to be, or marked as confidential; (d) the Information and Documents, and (e) any information a party, or its Affiliates knows or could reasonably be expected to know is confidential.

“Control” means a person will be deemed to control another person if (i) it directly or indirectly owns more than 50% of the equity ownership interests of a party, or (ii) has the power, directly or indirectly, to direct or cause direction of the management of or appoint the majority of the management of a party.

“Customer” means the entity entering into the Agreement with BeZero as detailed in the relevant Order Form.

“Customer IPR” has the meaning set out in clause 8.2.

“Customer Personal Data” as defined in the DPA.

“Data Processing Addendum” or “DPA” means the data processing addendum incorporated into these Core Terms of Business and applicable to the processing of Customer Personal Data.

“Discloser” means a party disclosing its Confidential Information to the Recipient.

“Documentation” means any documents, materials, guides, specifications or descriptions which are provided to the Customer by BeZero in connection with the Agreement, as amended from time to time and accessible via the Services.

“Fees” means the fees for the relevant Services as set out in an Order Form.

“Information” means all data, records, reports, results, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other outputs or materials in whatever form, including, without limitation, all BeZero Carbon Ratings, Documentation, criteria, methodologies, summary reports, risk factor write-ups and data analytics, whether in hard copy, electronic, or any other form, generated by or on behalf of BeZero.

“Initial Term” means the period(s) set out with respect to Services as specified in the Order Form.

“Intellectual Property Rights” or “IPR” means (a) patents, inventions, designs, copyright and related rights, database rights, knowhow and Confidential Information, trademarks (whether registered or unregistered) and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (b) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and (c) all applications, extensions and renewals in relation to any such rights.

“IPR Claim” means any claim or action against the Customer by any third party that the use of the Services (or any part of them) by the Customer or any Authorised Users, in accordance with the terms of the Agreement, infringes the IPR of that third party.

“Order Form” means a document containing the specifics of a particular purchase of BeZero Services and forming part of the Agreement.

“Personnel” means a party’s employees, agents or contractors.

“Product Specific Terms” means any terms and conditions that are relevant to specific Services as described in the relevant Order Form, such terms and conditions being supplemental to and not a replacement for these Core Terms and Conditions.

“Project Rating Requests” means the assessment of a carbon offset project issuing ex post credits and which meets the qualifying criteria set out in the BeZero Carbon Ratings Qualifying Criteria & Methodology, and which has yet to be assessed by BeZero, to produce the BeZero Carbon Rating for that project. 

“Project Rating Request Limit” means the maximum number of Project Rating Requests that can be made by a Customer within the given period, as specified in the Order Form.

“Recipient” means a party receiving Confidential Information from the Discloser.

“Renewal Term” each subsequent 12-month period following the end of the Initial Term of the relevant Services or any renewal thereof.

“Services” means the services provided by BeZero as specified in an Order Form and subject to the terms of the Agreement.

“Term” means the Initial Term(s) and any Renewal Term(s) of the Agreement.

“Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation or reliability of any computer software, hardware or network, or any other service or device, including worms, trojan horses, viruses and other similar things or devices.

1.2. Interpretation

In the Agreement: (a) reference to a person includes a legal person (such as a limited company) as well as a natural person; (b) reference to the Agreement includes reference to the appendices and other documents attached to it or incorporated by reference into it (all as amended or added to from time to time); (c) reference to "including" shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and (d) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.

2. ORDER FORMS

2.1. The Agreement consists of (i) the relevant Order Form(s), (ii) these Core Terms of Business, and (iii) any relevant Product Specific Terms.

2.2. The relevant Product Specific Terms that apply to the provision of Services under the Agreement shall be determined by the Services specified in the Order Form. The Customer undertakes that it is aware of has read and accepts the Product Specific Terms that apply to the Agreement. 

2.3. BeZero shall provide to the Customer the Services specified and further described in the relevant Order Form.

2.4. The Customer may purchase additional Services subject to BeZero’s acceptance by entering into additional Order Forms with BeZero.

2.5. Notwithstanding the foregoing in the event of a conflict or inconsistency between any terms and conditions or documents forming the Agreement the following order of precedence shall apply 1) the Order Form, 2) the Product Specific Terms, and 3) these Core Terms of Business.

3. BEZERO’S OBLIGATIONS

3.1. BeZero shall perform the Services with care, skill and diligence and in accordance with best practice in its industry.

3.2. BeZero shall comply with applicable laws in its performance of the Services.

3.3. BeZero shall ensure that all Personnel involved in the provision of the Services have suitable skills and experience to enable them to perform the tasks assigned to them.

4. CUSTOMER’S OBLIGATIONS

4.1. In relation to the Services the Customer shall not, and shall procure that its Authorised Users and/or Customer Affiliates shall not, unless expressly permitted by the Agreement or otherwise agreed in writing with BeZero:

(a) access, resell, develop, supply or market all or any part of the Services or any other BeZero IPR to build a product or offer any service which replicates, is derived from, competes with or is substantially similar to any part of the Services;

(b) create any index, benchmarking or ranking system, gradings, or any derived data products or tradeable contracts using the BeZero Carbon Ratings or the Information, other than for the Customer’s internal business purposes;

(c) bulk download or scrape data from the BeZero Platform using any automated or indiscriminate technological process;

(d) attempt to undertake any security testing of any of the Services;

(e) display, frame, link or provide access to any part of the Services or the Information to any third party, or use the Services to provide services to third parties; and

(f) facilitate, and shall use its best endeavours to prevent any unauthorised access to, or use of, the Services and shall notify BeZero promptly of any such unauthorised access or use.

4.2. The Customer and the Customer Affiliate shall:

(a) provide BeZero with all necessary co-operation in relation to the Agreement and access to such information as may be reasonably required by BeZero in order to provide the Services;

(b) maintain sufficient licences to any software operated using or in conjunction with the Services; and

(c) maintain adequate internet connections and technical capabilities to access and use the Services, as may be notified by BeZero from time to time. The Customer acknowledges that as between the parties it is solely responsible for ensuring that its firewalls, security and privacy systems and settings, and other plug-ins or applications do not interfere with or restrict the Customer’s or its Authorised Users’ access and use of the Services and BeZero shall have no responsibility or liability in relation to such matters.

4.3. The Services and the Information must not be used:

(a) in breach of the BeZero Usage Guidelines, where applicable;

(b) in any way that breaches any applicable law or regulation or in a way that has any unlawful, fraudulent or misleading purpose or effect; 

(c) in a way that does not comply with the prohibitions and requirements of the UK sanctions regulations, including but not limited to the Sanctions and Anti-Money Laundering Act 2018; or

(d) in any way that could be harmful to any systems or data (including those of BeZero), including by using the Services to knowingly transmit any data, send or upload any material that contains any Virus.

5. PROJECT RATING REQUESTS AND/OR ANALYST ACCESS REQUESTS 

5.1. The Order Form may set out a Project Rating Request Limit and/or Analyst Access Request Limit. The number of Project Rating Requests and/or Analyst Access Requests is calculated on a periodic basis and is not rolled forward. 

5.2. For the avoidance of doubt, BeZero may in its absolute discretion publish and make publicly available any BeZero Carbon Rating and associated reports produced resulting from a Project Rating Request.

5.3. If the Customer wishes to purchase the right to increase the Project Rating Request Limit and/or Analyst Access Request Limit the Customer shall notify BeZero in writing. BeZero will confirm the additional costs for the requested increase, and if the Customer agrees the Customer shall confirm in writing. The Customer may only reduce the Project Rating Request Limit and/or Analyst Access Request Limit at the beginning of any Renewal Term, by giving not less than 60 days’ notice to BeZero prior to the end of the relevant Term.

6. DISCLAIMERS

6.1. Nothing in the Agreement, or the Customer’s, Customer Affiliate’s or any Authorised User’s, use of the Services, or any data, including the Information, obtained or derived from such use, will constitute advice of any kind, and all Information should be used for information purposes only. BeZero does not give any guarantee as to the completeness, accuracy, timeliness, or availability of any Information, and is not responsible for any errors or omissions (however arising) in the Information. BeZero obtains data from third party sources and does not audit or independently verify such data. All BeZero Carbon Ratings and other analyses, ratings, and other statements included in the Information and the Services and which are made available to the Customer are statements of opinion based on third-party information (including publicly available information) as of the date expressed, are not provided as statements of fact, and are not recommendations to purchase, hold, or sell any carbon credits, securities or to make any investment decisions, and nor should it be relied upon in isolation. The Customer acknowledges that the Information may relate to future events, the outcomes of which are inherently uncertain and subject to a range of factors and risks which may alter the accuracy or relevance of the Information at any time. BeZero has no obligation to update the Information after publication, or after the Customer or Authorised User receives or extracts any Information from the relevant Services. The Information and Services should not be relied upon, and are not a substitute for the use of the independent skill and judgment of the Customer, Customer Affiliate and any Authorised User in relation to the making of investments or other business decisions.

6.2. The Customer and Customer Affiliates assume all risks in acting upon any of the Information made available or produced in the access and use of the Services, and (to the extent permitted under applicable law) under no circumstances shall BeZero or any BeZero Personnel have any liability whatsoever to any party in relation to any investments, other business decisions made, or any advice taken or given, by the Customer, Customer Affiliates, any Authorised Users or any third party, or any calculations arrived at, when using or relying on any Information (even if BeZero has been advised in advance of the possibility of such liability). Accordingly, the Customer acknowledges and agrees that it assumes sole responsibility for results obtained from the access and use of the Services and Information and for conclusions drawn from such access and use.

6.3. BeZero does not warrant, represent, undertake or agree that the use of any of the Services and/or Information by the Customer, Customer Affiliates or any Authorised Users will meet the Customer’s requirements, nor that any recommendations derived from use of any Services or receipt of the Information will deliver any particular benefits if implemented.

6.4. The Customer acknowledges that certain data made available via the Services is obtained from third party sources and BeZero is not responsible for the contents or availability of, and accepts no liability in relation to, such third-party information, or for the content of any third-party websites referenced or hyperlinked to in any of the Services. The Customer agrees to make BeZero aware of any material issues the Customer or Customer Affiliates have with any Information.

6.5. Except as expressly set out in the Agreement, to the extent permissible under applicable law, BeZero disclaims all express or implied warranties in relation to the Information and the Services, including (without limitation) all warranties of fitness for any particular purpose.

7. FEES AND PAYMENT TERMS

7.1. BeZero will invoice the Fees to the Customer as set out in the relevant Order Form. All invoices must be paid within 30 days of the invoice date (unless specified otherwise in an Order Form), in full and without set off or deduction.

7.2. BeZero may update the Fees in respect of a subsequent Renewal Term by giving not less than 60 days' notice to the Customer prior to the end of the then-current Term.

7.3. The parties may agree to update certain details of an Order Form including increasing the number of Authorised Users and therefore the corresponding Fees payable. Any such changes must be agreed in writing.

7.4. All sums due to BeZero under or in relation to an Order Form are exclusive of any applicable i) bank fees, payment transfer fees, or any other such payment processing fees incurred for which the Customer shall fully reimburse BeZero, and ii) tax which shall be charged in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by the Customer in full at the same time as payment is due under the relevant invoice.

7.5. If the Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to BeZero pursuant to an Order Form and BeZero is unable to reclaim or recover that deduction through the exercise of reasonable efforts, then the sum payable to BeZero will be increased by the amount necessary to yield to BeZero an amount equal to the sum it would have received had no withholdings or deductions been made.

7.6. If the Customer fails to make any payment in accordance with the Agreement, then BeZero shall (without prejudice to its other rights and remedies) be entitled to:

(a) charge interest on the overdue amount at the greater of the maximum rate allowed by law or a rate of 3% above the base rate of the Bank of England from time to time in force, from the date on which such amount fell due until payment, whether before or after judgment; and/or

(b) suspend the Customer’s, Customer Affiliate’s and any Authorised Users’ access to and use of the Services until payment is made by the Customer in accordance with the Agreement and the relevant Order Form.

7.7. Except as otherwise set out in the Agreement, any Fees paid shall be non-refundable in any circumstances including upon early termination of the Agreement.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. The Customer acknowledges and agrees that BeZero and its licensors own all Intellectual Property Rights in the Services (including, without limitation, all BeZero Carbon Ratings, criteria, methodologies, sector classification, summary reports, risk factor write-ups and data analytics), and Documentation including all subsequent copies of, and modifications, adaptations, amendments and additions to the same regardless of who made them, analytical reports and other views, opinions, data and information provided hereunder, and all IPR generated in the course of providing the Services (together, the “BeZero IPR”). Except as expressly stated the Agreement the Customer or Customer Affiliate will not have any rights to, or in, any BeZero IPR.

8.2. In connection with the provision of the Services, the Customer may wish to provide, or BeZero may require the Customer to provide, certain Intellectual Property Rights (“Customer IPR”). The Customer grants BeZero a limited licence to use the Customer IPR for the purposes of providing the Services and BeZero shall have no rights to or in the Customer IPR, unless specifically permitted by the Agreement.

8.3. BeZero and its licensors shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any enhancement requests or feedback provided by the Customer, Customer Affiliate and any Authorised Users, so long as the Customer is not identified in any way as the source of such feedback without the prior written consent of the Customer.

9. DATA PROTECTION

9.1. The DPA is incorporated by reference into the Agreement. The parties shall comply with their respective obligations under the DPA.

10. CONFIDENTIALITY

10.1. The Recipient shall protect all Confidential Information which the Discloser provides to it (whether orally, in writing or in any other form) using generally accepted industry standards, but in no event less than reasonable measures. The Recipient may only use Confidential Information in connection with the Agreement, to the extent necessary for the purposes therein or as otherwise explicitly permitted by the Discloser. The Recipient may provide its Personnel or Affiliates with access to Confidential Information, provided that the Recipient shall ensure such persons are bound to hold all Confidential Information in confidence to the standard required under the Agreement.

10.2. The Recipient’s confidentiality obligations will not apply to information: (a) already known to it at the time of disclosure without restrictions on disclosure; (b) in the public domain or publicly available other than as a result of a breach of the Agreement; (c) provided to it by a third party who is under no such obligation of confidentiality; or (d) evidenced by contemporaneous written records as independently developed by it. The Recipient may disclose Confidential Information to its legal advisers to protect its own legitimate interests or to comply with any legal or regulatory requirements.

10.3. If any court, regulatory authority or legal process requires the Recipient to disclose information covered by this confidentiality obligation, then the Recipient may make any such disclosure, provided that the Recipient will to the extent permitted by law: (a) advise the Discloser promptly of any such requirement; (b) cooperate with the Discloser, at the Discloser’s expense, in responding to the requirement; and (c) use all reasonable endeavours to consult with the Discloser with a view to agreeing the timing, manner and extent of the disclosure. If the Recipient is unable to inform the Discloser before the Confidential Information is disclosed, it shall (to the extent permitted by law) fully inform the Discloser immediately afterwards in writing of the disclosure and the Confidential Information that was disclosed.

10.4. The Customer hereby agrees that BeZero may identify the Customer as a customer of BeZero and grants to BeZero for the Term a non-exclusive, non-transferable, royalty-free license to use the Customer name and logo on any of BeZero’s websites and/or for general marketing purposes.

10.5. All Confidential Information shall remain the property of the Discloser and the Discloser reserves all rights in its Confidential Information. Nothing in the Agreement, or the disclosures envisaged, shall (except as expressly agreed otherwise therein) operate to transfer, or as a grant of any licences or right to use, any Intellectual Property Rights in the Confidential Information.

10.6. Each party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other party of the provisions of this clause 10. Accordingly, it is agreed that either party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this clause 10 by the other party, without prejudice to any other rights and remedies which that first party may have.

10.7. This clause 10 shall remain in full force and effect for 2 years following termination of the Agreement.

11. AUDIT

BeZero or its auditors shall have the right, on reasonable prior notice, to inspect and audit the Customer’s records and related information (including those held in electronic form), and its operations, procedures and controls at any time during the term of the Agreement for the purposes of verifying its compliance with the terms of the Agreement, and the Customer agrees to provide reasonable access, during its normal working hours, to the Customer’s premises, systems and Personnel and to provide all reasonable co-operation (including the provision of requested information and the necessary facilities to take copies of documents) for the purposes of such inspections and audits. If any audit results in the Customer being notified that it is not in compliance with its obligations under the Agreement, the Customer shall immediately take all actions necessary (at its sole cost and expense) to remedy the issue and to bring itself into compliance, including where it has not paid sufficient Fees.

12. INDEMNITIES

12.1. The Customer shall indemnify, keep indemnified and hold BeZero harmless against any and all damages, claims, actions, proceedings, losses and reasonable costs (including reasonable legal fees) and reasonable expenses arising from any third party claims or actions arising out of or in connection with the Customer’s, Customer Affiliates’ or any Authorised Users’ use (or misuse) of the Services, Information or any BeZero IPR.

12.2. Subject to the remainder of this clause 12, BeZero shall indemnify the Customer against any and all damages, claims, actions, proceedings, losses and reasonable costs (including reasonable legal fees) and reasonable expenses arising directly from an IPR Claim provided that:

(a) the Customer shall give BeZero prompt notice of any actual or threatened IPR Claim;

(b) the Customer shall not admit any liability or agree to any settlement or compromise of an IPR Claim without the prior written consent of BeZero;

(c) BeZero may assume exclusive conduct of the IPR Claim (which shall include the exclusive right to conduct any proceedings or action, negotiate the settlement of the IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the IPR Claim);

(d) the Customer shall, at BeZero’s request, cost and expense, give BeZero all reasonable assistance in connection with the conduct of the IPR Claim (including taking such steps as is necessary to enable BeZero to assume conduct of the IPR Claim pursuant to clause 12.2(c)); and

(e) the Customer shall take all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this clause 

12.3. If any IPR Claim is made, or in BeZero's reasonable opinion is likely to be made, BeZero may at its option and expense:

(a) obtain for the Customer the right to continue using the Services in the manner permitted under the Agreement; or

(b) modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the Services; or

(c) terminate the Agreement or any part of the Services provided under an Order Form immediately on notice to the Customer. If BeZero terminates the Agreement or any part of the Services provided under an Order Form pursuant to this clause 12.3(c) (but not otherwise), the Customer shall be entitled to a pro-rata refund of any Fees already paid by the Customer in respect of any period falling after the date of termination and in relation to the Services which were terminated.

12.4. Under no circumstances shall BeZero be liable to the Customer under clause 12.2 or 12.3 (or otherwise) to the extent that the infringement (whether actual or threatened) is based on: (a) any changes, modifications, updates or enhancements made to any BeZero IPR other than by BeZero; (b) any use of the BeZero IPR by the Customer, Customer Affiliates or any Authorised Users in a manner contrary to BeZero's instructions and/or in breach the Agreement; or (c) the Customer's, Customer Affiliates’ or Authorised Users' use of the BeZero IPR after notice of or becoming aware of the actual or threatened IPR Claim.

12.5 The provisions of clauses 12.2 to 12.4 inclusive state the entire liability of BeZero to the Customer in connection with an IPR Claim and shall be the Customer's sole and exclusive remedy in that regard.

13. LIMITATION OF LIABILITY

13.1. Nothing in the Agreement excludes or limits the liability of either party to the other for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation by it or its employees or other third parties on its behalf;

(c) gross negligence or wilful misconduct;

(d) breaches of the confidentiality obligations at clause 10;

(e) the indemnity obligations under clause 12 above; or

(f) any other liability that cannot be excluded or limited by law.

13.2. Subject to clause 13.1, neither BeZero nor the Customer will be liable whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation (whether innocent or negligent), restitution or otherwise for:

(a) any loss of profits (whether present or prospective), loss of business, loss of savings, depletion of goodwill and/or similar losses, pure economic loss, or any loss or corruption of data or information (regardless of whether these types of loss or damage are direct, indirect or consequential);

(b) any special, indirect or consequential loss or damage whatsoever;

(c) any expenditures, investments or commitments, whether made in the establishment, development or maintenance of business reputation or goodwill;

(d) any third party content accessed through the Services; 

(e) in respect of BeZero, the Customer's and Customer Affiliates’ use of and reliance on the Information or the Services;

in each case however arising under or in connection with the Agreement and even if BeZero or the Customer (as applicable) were aware of the possibility that such loss or damage might be incurred.

13.3. Subject to clauses 13.1 and 13.2, each party's total aggregate liability under the Agreement in relation to any claim shall be limited to an amount equal to the total Fees paid or payable by the Customer pursuant to the relevant Order Form in the 12-month period immediately preceding the date on which the event giving rise to the claim occurred.

14. TERM, TERMINATION AND SUSPENSION

14.1. The Agreement will come into effect on the date of last signature of the relevant Order Form and will remain in effect until it is terminated in accordance with this clause 14.

14.2. The Services will commence on the date specified in the relevant Order Form (or if such date is not specified, on the date of signature of the Order Form) and, unless terminated earlier in accordance with the terms of the Agreement, will continue for the Term. For the avoidance of doubt, where particular Services expire or are terminated but other Services remain active, the Agreement shall continue in respect of those remaining Services until all Services under an Order Form expire or are terminated in accordance with the terms of the Agreement.

14.3. Either party may give the other not less than 30 days’ notice to terminate the Agreement or to cease any particular Services, such termination or cessation to have effect at the end of the then applicable Term. 

14.4. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party ceases or threatens to cease carrying on its business, becomes insolvent or unable to pay its debts as they become due, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or seeking reorganization, liquidation, dissolution, or similar relief in any relevant jurisdiction, or has a receiver, trustee, or similar officer appointed for its business or assets;

(c) the other party commits a material breach of any term of the Agreement which 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; or

(d) the other party becomes a competitor (meaning, in the case of the Customer, that it begins to provide or seeks to provide a service or platform competing with or similar to the Services).

14.5. BeZero shall have the right, upon written notice to the Customer, to terminate the Agreement if the Customer undergoes a Change of Control without BeZero’s written consent, such consent not to be unreasonably withheld.

14.6. On termination of the Agreement for any reason:

(a) all rights and licences granted to Customer by BeZero shall immediately terminate and the Customer, Customer Affiliates and any Authorised Users shall immediately cease all use of the relevant Services, the Information, and all other BeZero IPR in the Customer's or Customer Affiliates’ possession;

(b) the Customer and Customer Affiliates shall promptly destroy all copies of any BeZero Documentation, Information and BeZero Carbon Ratings received and in the Customer’s or Customer Affiliates’ possession;

(c) the Customer shall immediately pay all sums and amounts payable to BeZero under the Agreement;

(d) each party shall, at the other party’s written request, return or destroy and make no further use of the Information, any equipment, property, materials and other items (and all copies of them) belonging to the other party, including the other party’s Confidential Information (except, subject to clause 10, each party may retain reasonable professional records of the Customer’s and any Authorised Users’ use of the Services and shall be entitled to retain the other party’s Confidential Information for the purposes of internal audit, litigation and/or to comply with applicable laws);

(e) subject to clause 10, BeZero may destroy or otherwise dispose of any of the Customer's and Customer Affiliates’ data in its possession at any point 30 days or more after termination of the Agreement;

(f) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected; and

(g) Any clauses or provisions in the Agreement that are expressly stated, or by implication intended, to apply after expiry or termination shall continue in full force and effect after such expiry or termination.

14.7. BeZero may suspend or limit any or all of the Customer's, Customer Affiliates’ or any Authorised User's right to access and use the Services immediately upon notice to the Customer if, acting reasonably, BeZero determines:

(a) that the Customer, Customer Affiliate or any Authorised User breaches the Agreement or the BeZero Usage Guidelines; or

(b) the Customer has failed to pay any invoice by the due date for payment.

14.8. BeZero shall reinstate the suspended Services once it has established the cause of the suspension has been remedied or ceased to exist. Where the cause of the suspension persists for more than 30 days, BeZero may immediately at its discretion terminate the Agreement without incurring any liability to the Customer

15. MISCELLANEOUS

15.1. Entire Agreement. The Agreement constitutes the entire agreement between the parties in relation to the subjects covered by them and supersedes all prior agreements, understandings, representations and arrangements between them, whether oral or written, in relation to that subject matter. The parties acknowledge that they have not entered into the Agreement in reliance on any representation not expressly set out therein.

15.2. Notices. All notices must be in writing in English and sent to the relevant party at the address set out in the Order Form. Notices may be given, and are deemed received a) by hand, on receipt of a signature at the time of delivery, b) by post, at 09.00am on the second Business Day after posting, c) by email, at the time and date of transmission by the sender’s email system. In the case of BeZero, all notices shall be copied to legal@bezerocarbon.com. This clause shall not apply to the service of legal proceedings.

15.3. Force Majeure. A party will not be liable if delayed in or prevented from performing any of its obligations under the Agreement if such delay or failure results from an event or sequence of events beyond a party’s reasonable control, provided that the affected party (a) promptly notifies the other party, and (b) uses reasonable endeavours to minimise the effects of such event(s). If a party is delayed or prevented from performing its obligation for a continuous period of more than three (3) months either party may terminate the Agreement with not less than four (4) weeks’ written notice. This clause shall not apply to the Customer’s obligation to pay the Fees.

15.4. No Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of the Agreement, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

15.5. Rights and Remedies. Except as expressly provided in the Agreement, the rights and remedies provided thereunder are in addition to, and not exclusive of, any rights or remedies provided by law.

15.6. Severance. If any provision, or part of a provision, of the Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of the Agreement, and the legality, validity or enforceability of the remainder of the provisions of the Agreement shall not be affected, unless otherwise required by operation of applicable law. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.7. Assignment. Except to an Affiliate, including in the event of a Change of Control, neither party may assign, transfer, sub-contract or encumber any right or obligation under the Agreement, in whole or in part, without the other party’s prior written consent (such consent not to be unreasonably withheld or delayed).

15.8. Relationship of the parties. Nothing in the Agreement is intended to, or shall be deemed to, establish or constitute any partnership or joint venture between any of the parties, create a relationship of principal and agent, or authorise either party to make or enter into any commitments for or on behalf of the other party.

15.9. Variation. No variation of the Agreement shall be effective unless made in writing and signed by or on behalf of each of the parties or by their duly authorised representatives.

15.10. Authority. The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver, and to exercise their rights and perform their obligations under the Agreement.

15.11. Third Party Rights. A person who is not a party to the Agreement may not enforce any of its provisions under any legislation otherwise entitling it to do so nor bring a claim for the recovery of any losses, liabilities, expenses or costs arising out of or relating to the Agreement or any Services.

16. NON-SOLICITATION

16.1. Neither party shall during the term of the Agreement or for a period of six months after the termination or expiry of the Agreement directly or indirectly:

(a) solicit or endeavour to entice away from the other party any Personnel of the other party;

(b) employ or otherwise engage (save in a junior administrative or secretarial capacity) any Personnel of the other party.

16.2. The above clause 16.1 shall not prohibit either party from employing or otherwise retaining any employee or contractor who responds to a general solicitation addressed to the public and who was not specifically solicited or recruited in violation of clause 16.1.

17. GOVERNING LAW AND JURISDICTION

17.1 Any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

17.2. The parties irrevocably agree that the English courts have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) save that either party may bring proceedings for injunctive relief in any alternative jurisdiction at its sole option in the case of breach or anticipated breach by the other party of its obligations relating to confidentiality and Intellectual Property Rights.

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