SUSTAINFINITY

Sustainfinity

Effective Date: 1 September 2020

1. About These Terms

These Terms of Service ("Terms") govern access to and use of the Sustainfinity websites, platform, software, applications and related digital services (collectively, the "Services").

The Services are provided by INNOEM LTD, trading through the Sustainfinity brand ("InnoEM", "Sustainfinity", "we", "us" or "our").

INNOEM LTD is registered in England and Wales under company number 17383897, with its registered office at Parade Enterprise Centre, Office 2, Chester, CH1 5HN, United Kingdom.

By creating an account, accessing or using the Services, you agree to these Terms.

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms. In that case, references to "Customer" or "you" include that organization.

The Services are intended for business and professional use and are not offered primarily for personal or household consumer use.

2. Contractual Documents and Order of Priority

Customers may purchase access to Sustainfinity under an order form, proposal, statement of work, subscription agreement, master services agreement or other written agreement with Sustainfinity or an InnoEM entity.

If a separately signed agreement expressly conflicts with these Terms, the signed agreement will prevail to the extent of that conflict.

A Data Processing Agreement may also apply where Sustainfinity processes personal data on behalf of a Customer.

Consulting, training, mentoring, reporting or other professional services may be subject to a separate proposal, statement of work or agreement.

3. Accounts and Authorized Users

Customers must provide accurate and current information when creating and maintaining accounts.

Accounts may only be used by authorized users.

Users must keep login credentials confidential and may not share individual credentials with unauthorized persons.

Customers are responsible for activity conducted through accounts under their control, except to the extent caused by Sustainfinity's own breach of its obligations.

You must promptly notify us if you become aware of suspected unauthorized access, compromised credentials or another security incident affecting your account.

4. Right to Use the Services

Subject to these Terms, payment of applicable fees and any applicable subscription limits, Sustainfinity grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for its internal business and sustainability management purposes during the applicable subscription term.

No ownership rights in the Sustainfinity software or platform are transferred to the Customer.

5. Customer Content

"Customer Content" means data, documents, text, files, emissions data, sustainability metrics, survey information, reports, images and other materials submitted to or generated from information supplied by the Customer through the Services.

As between Sustainfinity and the Customer, the Customer retains ownership of its Customer Content.

The Customer grants Sustainfinity a limited right to host, copy, transmit, process, analyse and otherwise use Customer Content solely as reasonably necessary to provide, secure, maintain and support the Services and to fulfil our contractual obligations.

The Customer is responsible for the accuracy, quality, legality and appropriateness of Customer Content and for ensuring that it has all rights and lawful bases necessary to submit and process that content through the Services.

6. Data Protection

Each party must comply with the data protection laws applicable to its activities.

Where Sustainfinity processes personal data on behalf of the Customer, Sustainfinity will act in accordance with the Customer's lawful instructions and any applicable Data Processing Agreement.

Our processing of personal data for our own purposes is described in the Sustainfinity Privacy Policy.

7. Artificial Intelligence Assisted Features

The Services may include artificial intelligence assisted features for analysis, content generation, sustainability strategy, carbon reporting and other functions.

AI-generated outputs may contain errors, omissions, inaccuracies or incomplete information.

The Customer is responsible for reviewing and validating AI-generated outputs before relying on, publishing, submitting or otherwise using them.

AI-generated outputs do not replace professional judgment, independent verification, legal advice, accounting advice, assurance or other specialist review where these are required.

Customers should not rely solely on AI-generated content for legal, regulatory, financial, safety-critical or other high-impact decisions.

8. Sustainability, Carbon and Reporting Outputs

Sustainfinity provides tools intended to support sustainability management, data collection, analysis, carbon accounting and reporting.

The accuracy of outputs depends on factors including the completeness and accuracy of Customer Content, assumptions, emission factors, methodologies, reporting boundaries and user selections.

The Customer remains responsible for reviewing and approving information used in sustainability reports, carbon inventories, regulatory disclosures and other external publications.

Unless expressly agreed in writing, use of Sustainfinity does not by itself constitute an audit, assurance engagement, certification or legal determination of compliance with any reporting framework, regulation or standard.

References within the Services to frameworks or standards such as GRI Standards, GHG Protocol, IFRS Sustainability Disclosure Standards, TSRS or other frameworks describe the intended functionality or alignment of relevant features and do not constitute a guarantee that a Customer's disclosures will automatically satisfy every requirement applicable to that Customer.

9. Acceptable Use

You must not:

use the Services for unlawful, fraudulent or deceptive purposes;
upload content that you do not have the right to use or process;
attempt to gain unauthorized access to the Services or another user's account or data;
interfere with or disrupt the security, integrity or operation of the Services;
introduce malicious code, malware or harmful technologies;
reverse engineer, decompile or attempt to derive the source code of the Services except where such restriction is prohibited by law;
use automated methods to scrape or extract substantial portions of the Services except through functionality expressly provided or authorized by us;
circumvent subscription, usage, security or access limitations;
use the Services to infringe intellectual property, privacy or other rights; or
permit unauthorized third parties to access the Services using your account.

10. Subscription Plans, Fees and Payment

Access to certain Services may require a paid subscription or separately purchased service.

Applicable features, usage limits, subscription term, fees, payment arrangements and other commercial terms will be specified in the relevant order form, proposal or agreement.

Unless otherwise specified in the applicable agreement, fees are exclusive of applicable taxes.

Failure to pay undisputed amounts when due may result in suspension or termination of access after any notice or cure period required by the applicable agreement or law.

Any renewal terms will be governed by the applicable order form or agreement.

11. Changes to the Services

We continuously develop Sustainfinity and may modify, improve, replace or discontinue individual features.

We will use reasonable efforts to avoid materially reducing the core functionality of a paid Service during an existing subscription term without reasonable notice.

Changes required for security, legal compliance or prevention of misuse may be implemented without prior notice where reasonably necessary.

12. Availability and Maintenance

We aim to provide reliable access to the Services but do not guarantee uninterrupted or error-free availability unless a specific service level commitment has been agreed separately in writing.

The Services may occasionally be unavailable due to planned maintenance, emergency maintenance, infrastructure failure, third-party services, security incidents or circumstances outside our reasonable control.

13. Third-Party Services

Certain functions may depend on or integrate with third-party products, platforms, data sources or service providers.

Third-party services may be subject to their own terms and privacy policies.

Sustainfinity is not responsible for independent third-party products or services outside our reasonable control.

14. Intellectual Property

Sustainfinity and its licensors retain all rights, title and interest in and to the Services, including software, source code, interfaces, databases, designs, methodologies, documentation, trademarks, logos and other intellectual property, excluding Customer Content.

These Terms do not grant the Customer any ownership interest in Sustainfinity intellectual property.

The Customer may not copy, reproduce, distribute, sell, license or create derivative products from Sustainfinity intellectual property except as expressly permitted by these Terms, an applicable agreement or law.

15. Feedback

If you voluntarily provide feedback, suggestions or ideas regarding the Services, you grant us the right to use that feedback without restriction or payment, provided that we do not identify you or disclose your confidential information without authorization.

16. Confidentiality

Each party may receive confidential information belonging to the other party.

The receiving party must use confidential information only for purposes related to the business relationship and must take reasonable steps to prevent unauthorized use or disclosure.

Confidentiality obligations do not apply to information that is publicly available without breach, was lawfully known to the receiving party before disclosure, is independently developed without use of confidential information, or is lawfully obtained from another source without confidentiality restrictions.

Information may be disclosed where required by law, regulation or a valid order of a competent authority.

17. Suspension

We may suspend access to all or part of the Services where reasonably necessary if:

there is a material breach of these Terms or another applicable agreement;
fees remain unpaid after the applicable payment period;
use of the Services creates a material security risk;
we reasonably suspect fraud, unlawful activity or unauthorized access;
continued provision would violate applicable law or a binding regulatory requirement; or
suspension is necessary to protect the Services, Sustainfinity, the Customer or third parties from material harm.

Where reasonably practicable, we will provide notice of suspension and an opportunity to remedy the issue.

18. Termination

The duration and termination of paid subscriptions are governed by the relevant order form or agreement.

We may terminate or suspend access for a material breach that is not remedied within a reasonable cure period where remediation is possible.

Upon termination, the Customer's right to access and use the Services ends, except for any rights expressly provided for data export or transition under the applicable agreement.

Provisions that by their nature should continue after termination, including provisions concerning intellectual property, confidentiality, accrued payment obligations, disclaimers and limitations of liability, will survive termination.

19. Data Following Termination

Subject to the applicable agreement and technical capabilities of the Services, Customers may request export of available Customer Content during the subscription term or within any agreed post-termination period.

Following the applicable retention period, Customer Content may be deleted or anonymized unless retention is required by law.

Customers are responsible for exporting information they wish to retain before applicable deletion deadlines.

20. Warranties and Disclaimers

We will provide the Services with reasonable skill and care.

Except as expressly stated in these Terms or a separate written agreement, and to the fullest extent permitted by applicable law, the Services are provided on an "as available" basis.

We do not warrant that the Services will be uninterrupted, completely error-free or suitable for every Customer's individual regulatory or reporting requirements.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

21. Limitation of Liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability for fraud or fraudulent misrepresentation, or death or personal injury caused by negligence where applicable law prohibits such limitation.

Subject to the foregoing, neither party will be liable to the other for indirect, incidental, special or consequential losses, or for loss of profits, revenue, business opportunities, goodwill or anticipated savings arising from use of the Services, except where such exclusion is prohibited by law or expressly modified by a written agreement.

Unless otherwise agreed in writing, Sustainfinity's aggregate liability arising out of or in connection with the Services during any twelve-month period will not exceed the total fees paid or payable by the Customer for the affected Services during the twelve months immediately preceding the event giving rise to the claim.

The limitations in this section apply to the maximum extent permitted by applicable law.

22. Force Majeure

Neither party will be liable for delay or failure to perform its obligations to the extent caused by circumstances beyond its reasonable control, including natural disasters, widespread internet or telecommunications failures, governmental actions, war, civil disturbance, industrial disputes, major cyber incidents or failures of critical third-party infrastructure.

This section does not excuse payment obligations for Services already provided.

23. Changes to These Terms

We may update these Terms from time to time.

The current version and its effective date will be published on our website.

If a change materially affects an existing paid subscription, we will provide reasonable notice where required by applicable law or the relevant agreement.

Continued use of the Services after revised Terms take effect constitutes acceptance of the revised Terms to the extent permitted by law.

24. Governing Law and Jurisdiction

Unless a separate written agreement specifies otherwise, these Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction over disputes arising out of or relating to these Terms, subject to any mandatory rights or jurisdictional rules that cannot lawfully be excluded.

25. General Provisions

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect.

Failure to enforce a provision does not constitute a waiver of that provision.

The Customer may not assign its rights or obligations under these Terms without our prior written consent, except as part of a permitted corporate reorganization or transfer of substantially all relevant business assets. We may assign these Terms as part of a merger, restructuring, acquisition or transfer of the relevant business.

These Terms, together with any applicable order form, agreement, DPA and documents expressly incorporated by reference, constitute the agreement applicable to the use of the Services.

If these Terms are made available in more than one language and an inconsistency arises between translations, the English version will prevail to the extent permitted by applicable law.

26. Contact

Questions regarding these Terms may be sent to:

INNOEM LTD