If Customer purchases any of BeZero’s Platform or API Services, as specified in a relevant Order Form, these “Product Specific Terms” shall apply to the use of such Services. Capitalised terms used in these Product Specific Terms not defined herein shall have the meaning given to them in the Core Terms of Business. In the event of a conflict between the provisions of these Product Specific Terms and the Core Terms of Business, these Product Specific Terms shall prevail.

1. DEFINITIONS AND INTERPRETATION

1.1. The following definitions apply in these Product Specific Terms.

“Authorised Redistributor” is defined in clause 6.

“Authorised Redistributor API” means an application programming interface made available by an Authorised Redistributor.

“Authorised Use” means any permitted use of Information as set out in the Order Form. 

“Authorised User” means the individual employees, agents or contractors of the Customer who are authorised by the Customer to access and use the BeZero Platform.

“Authorised User Limit” means the number of Authorised Users permitted to access the Services.

“BeZero API” means BeZero's proprietary application programming interface allowing access to the Information.

“End User Disclaimer” means the disclaimers for the use of the Information which are located at: https://bezerocarbonmarkets.com/docs/end-user-disclaimer.pdf

“End User Usage Guidelines” means the guidelines for the use of the Information which are located at: https://bezerocarbonmarkets.com/docs/end-user-usage-guidelines.pdf

“Maintenance” means routine or emergency maintenance of the BeZero Platform or API.

“Service Hours” means 24 hours a day, 365 days a year, other than periods of Maintenance.

2. ACCESS TO AND USE OF BEZERO INFORMATION

2.1. Pursuant to the terms of the Agreement, BeZero grants to the Customer for the Term a non-exclusive, non-transferable, revocable right to:

(a) access and to permit the Authorised Users to access certain Information made available via the BeZero Platform or API (as specified in the relevant Order Form), during Service Hours and solely for the Authorised Use;

(b) use and permit the Customer’s and Customer Affiliates’ Personnel to use the Information for internal purposes only; and

(c) distribute the following Information in relation to the limited number of the projects available via the Services: 

i. BeZero Carbon Rating,

ii. Project Rating Summary.

provided that (i) such distribution is on a non-systematic basis only, (ii) the Information is redistributed as display only and is not readily downloadable, and (iii) such redistribution and use by the Customer and Customer Affiliates complies with the BeZero Usage Guidelines in all respects. BeZero reserves the right to revise the list of Information available for redistribution at any time subject to one (1) month notice to the Customer;

2.2. Except as permitted in the above clause 2.1(c), the Information shall not be shared with any third parties.

2.3. Each time the Customer or Customer Affiliate makes any Information available to any person (as permitted under the Agreement), it will ensure that the Information displayed is the most up to date and clearly marked with the date and time the Information was extracted.

2.4. If the Customer or Customer Affiliate makes any Information available to any third party, it will ensure that the Information is shared together with reference to the End User Disclaimer and End User Usage Guidelines.

2.5. The Customer shall be responsible for the use of the Services by the Customer Affiliates as if the Services were used by the Customer itself.

2.6. The Customer acknowledges that BeZero may at any time carry out Maintenance. BeZero will give at least 3 Business Days’ notice of any routine scheduled Maintenance. The Customer may be unable to access the Services during any period of Maintenance, though BeZero will use its reasonable endeavours to keep disruption to and unavailability of the Services to a minimum.

2.7. BeZero will notify the Customer where possible in advance of any essential modifications required to maintain the security and stability of the BeZero Platform, API, Information, systems or networks, save that nothing will restrict BeZero from being able to take action to protect the security or stability of any of the BeZero Platform, API, systems or network where BeZero consider them at risk.

3. AUTHORISED USERS

3.1. If the Customer purchases BeZero Platform Services as specified in an Order Form, this clause 3 shall apply.

3.2. The Order Form may set out the number of the Authorised Users, the Authorised Use, and any other restrictions on the use of the BeZero Platform Services. The Customer may permit Authorised Users to access and use the BeZero Platform subject always to the terms of the Agreement.

3.3 If the Customer wishes to increase the number of Authorised Users the Customer shall notify BeZero in writing. BeZero will confirm the additional costs for the requested additional Authorised Users, and if the Customer agrees, the additional Authorised User number will be confirmed in writing. The Customer may only reduce the number of Authorised Users 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.

3.4. The Customer shall ensure that all Authorised Users:

(a) are informed of and comply with the terms of the Agreement; and

(b) keep any password(s) for their use of the BeZero Platform secure and confidential and ensure such passwords are not shared with any other person.

3.5. If the Customer requires an Authorised User’s right to access the BeZero Platform to be transferred to another individual, the Customer must provide BeZero with full details of the new Authorised User (as required by BeZero) and BeZero will close the existing Authorised User’s account and create a new Authorised User account for the new individual as soon as reasonably practicable. Following any agreed reassignment of an Authorised User’s rights, the previously approved Authorised User shall have no further right to access the BeZero Platform.

3.6. If an Authorised User leaves the employment or engagement of the Customer or Customer Affiliate, the Customer shall promptly inform BeZero so that BeZero may disable such individual’s access (which BeZero shall do as soon as reasonably practicable).

4. BEZERO API

4.1. If the Customer purchases BeZero API Services as specified in an Order Form, this clause 4 shall apply.

4.2. In addition to the rights granted under clause 2, BeZero grants to the Customer for the Term a non-exclusive, non-transferable, revocable right to:

(a) use the BeZero API to access the Information during Service Hours;

(b) store, copy and use any documentation or other materials provided or made available by BeZero which provide instructions for the use of the BeZero API; and

(c) if applicable (as specified the Order Form) to display certain API Information on the Approved Application;

subject always to such other additional licence rights or restrictions as may be set out in the Agreement.

4.3. The Customer will be responsible for all development and integration work that it needs to undertake to ensure that the Customer can access the Information via the API.

4.4. BeZero will provide the Customer with an API key for the Customer to access and receive the Information via the BeZero API (the “API Key”). The Customer shall keep the API Key confidential and stored always in a secure manner not accessible by third parties. If the Customer becomes aware that the API Key has been compromised or disclosed to any unauthorised person, it must notify BeZero immediately. BeZero may disable or replace the API Key if it knows or reasonably suspects that the API Key has become compromised in any way and will give the Customer as much notice as reasonably possible if it intends to do so.

4.5. BeZero may modify the BeZero API at any time provided such modifications do not materially degrade the performance of, or interfere with the existing functionality of, the BeZero API.

4.6. BeZero will notify the Customer if and when a new version of the BeZero API is released and available for adoption by the Customer. BeZero will give the Customer at least 3 months’ prior notice of deprecating a legacy version of the BeZero API.

4.7. BeZero will ensure (subject to the remaining terms of the Agreement) that previous versions of the BeZero API can be used to access the Information for a period of not less than 6 months from the issue date of the superseding version. After the end of that 6-month period, BeZero does not guarantee that any legacy version of the BeZero API will provide access to the Information.

4.8. BeZero gives no warranty or undertaking that the operation or availability of the BeZero API will be uninterrupted or error-free. BeZero shall not be liable or responsible for any unavailability or issue with the BeZero API or Information which is caused by: (a) the Customer’s or Customer Affiliate’s breach of the Agreement; (b) use of the BeZero API contrary to BeZero’s instructions; (c) modification or alteration of the BeZero API or API Keys by any party other than BeZero; or (d) any failure of Customer’s or Customer Affiliate’s equipment or internet access. Where the Customer becomes aware of any service, performance, or other issue with the BeZero API, it may report the issue to support@bezerocarbon.com. BeZero will attempt to resolve any material issues which arise in relation to the BeZero API as soon as reasonably practicable and will provide the Customer with a timeline for resolution within 3 Business Days of being made aware by the Customer of any such issue.

5. AUTHORISED REDISTRIBUTOR API

5.1. This clause 6 shall apply if the Order Form specifies that the API Provider is an approved third-party (“Authorised Redistributor”).

5.2. The Customer may access the Information from the Authorised Redistributor API. Customer's access to the Authorised Redistributor API shall be conditional on the Customer being a party to the Agreement. Unless agreed otherwise, the Customer will not have access to the BeZero API.

5.3. The Customer and Customer Affiliate shall at all times be subject to the terms and conditions contained in the Agreement, and such terms and conditions shall at all times take precedence over any provisions contained in any agreement between the Customer and an Authorised Redistributor. All Customer’s rights in relation to the Information are subject always to the Agreement.

5.4. BeZero gives no warranty or undertaking that the operation or availability of the Authorised Redistributor API will be uninterrupted or error-free. BeZero shall not be liable or responsible for any unavailability or issue with the Authorised Redistributor API or the Information as presented and accessed through the Authorised Redistributor API. The Customer understands and acknowledges that its sole remedy for any claim, allegation or other similar action or any loss incurred in relation to the Authorised Redistributor API is against the Authorised Redistributor and not BeZero. 

5.5. The Customer shall promptly inform BeZero if: 

(a) the Customer terminates its agreement with an Authorised Redistributor; or

(b) the Authorised Redistributor (acting independently of any instructions from BeZero) suspends access to the Information or terminates its agreement for access to the Authorised Redistributor API with the Customer. 

5.6. The Customer acknowledges and understand that if the Authorised Redistributor ceases to be 'authorised' for any reason, it will no longer be authorised to make the Authorised Redistributor API available to the Customer. In this circumstance BeZero will notify the Customer within a reasonable time frame to discuss alternative access to the Information.

6. TERM AND TERMINATION

6.1. The Services will commence on the Start Date specified in the Order Form (or if a start date is not specified, on the date of signature of the Order Form) and, unless terminated earlier in accordance with its terms, will continue for the Initial Term. The Services, unless expressly stated otherwise or unless notice to terminate is given in accordance with the terms of the Agreement, will automatically renew for subsequent Renewal Terms.

6.2. Either party may give the other not less than 30 days’ notice to terminate the Services. Such termination to have effect at the end of the Initial Term or any Renewal Term, as applicable.

[SECTION END]

If Customer purchases any of BeZero’s Ex Ante Services, these “Product Specific Terms” shall apply to the use of such services. Capitalised terms used in these Product Specific Terms not defined herein shall have the meaning given to them in the Core Terms of Business. In the event of a conflict between the provisions of these Product Specific Terms and the Core Terms of Business, these Product Specific Terms shall prevail.

1. DEFINITIONS

APPENDIX 1

Ex Ante End User Disclaimers and Guidelines

Ex Ante Rating End User Disclaimer

The BeZero Carbon ex ante Rating, including the rating report (the “ex ante rating”) represents BeZero Carbon’s opinion, as at the date of the rating report, on the likelihood that carbon credits which may be issued by a project will achieve a tonne of CO2e avoided or removed. The ex ante rating sets out BeZero Carbon's opinion based on information that has been provided to BeZero Carbon or information that is publicly available as at the date expressed and BeZero Carbon shall have no liability to anyone in respect of the ex ante rating. The ex ante rating  does not constitute a solicitation, recommendation or endorsement by BeZero Carbon or any third party to invest, buy, hold or sell a carbon credit and/or to invest in a specific project. The ex ante rating (together with the rating report) neither recommends nor will recommend how a project could achieve a particular carbon credit rating outcome. If you have any questions about BeZero Carbon and/or its services, please contact us at: commercial@bezerocarbon.com. 

Ex Ante Risk Assessment End User Disclaimer

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The BeZero Carbon ex ante Risk Assessment (the “ex ante risk assessment”) represents BeZero Carbon’s opinion, as at the date of the ex ante risk assessment, on the various risk factors which could have an impact on the overall carbon efficacy of the carbon credits which may be issued by a project. The ex ante risk assessment sets out BeZero Carbon's opinion based on information that has been provided to BeZero Carbon or information that is publicly available as at the date expressed and BeZero Carbon shall have no liability to anyone in respect of the ex ante risk assessment. The ex ante risk assessment does not constitute a solicitation, recommendation or endorsement by BeZero Carbon or any third party to invest, buy, hold or sell a carbon credit and/or to invest in a specific project. The ex ante risk assessment neither recommends nor will recommend how a project could achieve a particular carbon credit rating outcome. If you have any questions about BeZero Carbon and/or its services, please contact us at: commercial@bezerocarbon.com.

End User Usage Guidelines. BeZero Carbon ex ante Rating.

The BeZero Carbon ex ante Rating, when distributed as a report, as a summary table or as a letter rating, is for your internal use only.  Any use of the BeZero Carbon ex ante Rating is always subject to the relevant agreement between BeZero Carbon Ltd and [Customer name].

End User Usage Guidelines. BeZero Carbon ex ante Risk Assessment.

The BeZero Carbon ex ante Risk Assessment, when distributed as a report or as a summary table, is for your internal use only.  Any use of the BeZero Carbon ex ante Risk Assessment is always subject to the relevant agreement between BeZero Carbon Ltd and [Customer name].

[SECTION END]

If Customer purchases a Methodology Assessment, these “Product Specific Terms” shall apply to the use of such services. Capitalised terms used in these Product Specific Terms not defined herein shall have the meaning given to them in the Core Terms of Business. In the event of a conflict between the provisions of these Product Specific Terms and the Core Terms of Business, these Product Specific Terms shall prevail.

1. DEFINITIONS

“BeZero Carbon Methodology Assessment (BCMA)” means a report providing an assessment of the robustness of a methodology to enable projects to make credible claims about their greenhouse gas emission reductions or removals.

“Review Services” periodic review services of the Report following the Initial Term, including, where applicable, to upgrade, reaffirm, or downgrade a BCMA.

2. SERVICES

BeZero shall review one or more carbon project methodologies as set out in the Order Form to prepare a BeZero Carbon Methodology Assessment. BeZero may assign, upgrade, reaffirm or downgrade any Methodology Assessment or revise any associated reports at any time in BeZero’s sole discretion.

3. REQUIRED INFORMATION

3.1. To provide the Services BeZero must receive the relevant methodology documents including notice of material changes. Where such documentation is not publicly available, the Customer shall provide the necessary documentation to BeZero no later than 3 months prior to the end of the Initial Term of this Service Schedule.

3.2. If any documentation required to perform the services is i) provided by the Customer, or ii) obtained by BeZero from any source other than the Customer but at the Customer’s direction as necessary for the purposes of the Services, the Customer hereby represents and warrants that it has obtained all consents and approvals for BeZero to use the documentation to perform the services.

4. USE OF REPORT

4.1. BeZero grants to the Customer a non-exclusive, non-transferable, non-revocable right to access and use the BCMA for internal purposes subject always to the terms of the Agreement.

4.2. BeZero may (in its absolute discretion) publish and make publicly available any BCMA and associated reports produced as a result of the Services.

4.3. The BCMA must not be used in any way that breaches any applicable law or regulation or in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

5. FEES, EXPENSES AND PAYMENT TERMS

In addition to the provisions of the Core Terms of Business:

5.1. Payment of the Initial Fee and/or the Review Services Fee is not conditional on BeZero providing any particular BCMA.

5.2. The Initial Fee and any Review Services Fees shall be non-refundable in any circumstances, including where the BCMA has not been provided or reviewed due to the Customer’s failure to provide adequate information to perform the Services as requested by BeZero and subject to the terms of this Service Schedule.

6. TERM

6.1. Notwithstanding any other provision of the Agreement, Services that are subject to the terms of these Product Specific Terms shall expire at the end of the Initial Term, except that Review Services shall automatically renew for subsequent Renewal Terms until terminated by either party in accordance with the terms of the Agreement.

[SECTION END]