NET ZERO NOW TERMS OF BUSINESS
These Net Zero Now Terms of Business set out the basis upon which Net Zero Now will provide its services, license out its intellectual property, and display businesses on its register. These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
The following definitions and rules of interpretation apply in these Terms.
Additional Chargesany additional charges payable by the Customer for the supply of any additional Services not set out in clause 3.
Annual Charge - the annual charge as described in clause 6.
Brand Guidelines - means all requirements made known to the Customer from time to time in relation to the use and representation of the names and visuals of the Certification, Net Zero Now and Net Zero Target.
Carbon Reduction Plan - means the carbon reduction strategy that the Customer is required to comply with as set out in clause 3.2.
Carbon Offset Figure - means such amount to be paid to the Offset Provider as provided for in the Emissions Report, regardless of what term or label is applied to such amount.
Certification - the certifications set out in clause 3.5 and their associated badges or logos.
Commencement Date - has the meaning given in clause 2.2.Contractthe contract between Net Zero Now and the Customer for the supply of Services in accordance with these Terms.
Customer - the person or firm who purchases Services from Net Zero Now.
Customer Data - any data, content or materials provided or uploaded to the Platform or otherwise provided by or on behalf of the Customer, including any responses to the Questionnaires.
Data Protection Law - as applicable the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) (as EU law and as it forms part of UK), the Privacy and Electronic Communication Regulations 2003, and any applicable laws, regulations or secondary legislation relating to privacy or data protection, as amended or updated from time to time.
Emissions Report - means the emissions report provided by Net Zero Now as provided for in clause 3.2.
Intellectual Property Rights - patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Net Zero Now - Net Zero Now Limited registered in England and Wales with company number 13216996.Offset
Provider - a third party supplier of carbon emissions offset credits.
Order - the Customer's order for Services, whether through the Platform, or otherwise.
Platform - Net Zero Now’s online platform, at netzeronow.org (or such other website or application as Net Zero Now specify from time to time).
Protocols - third party protocols used by Net Zero Now in providing the Services, including but not limited to Greenhouse Gas Protocol published by the World Resources Institute and the World Business Council for Sustainable Development and any sector based environmental protocols.
Questionnaire - means the questionnaire and any and all follow up questions made available to the Customer by Net Zero Now under these Terms.
Renewal Date - each anniversary of the Commencement Date.
Services - the services supplied by Net Zero Now to the Customer as set out in these Terms and otherwise agreed in writing between the parties.
Sources - third party sources of publicly or commercially available emissions factors data.
Terms - these terms and conditions as amended from time to time in accordance with clause 13.5.
Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email but not fax.
Any reference to discretion or optional right on the part of Net Zero Now shall be deemed to allow Net Zero Now absolute sole and discretion in that respect.
Basis of contract
The Order constitutes an offer by the Customer to purchase Services in accordance with these Terms.
The Order shall only be deemed to be accepted when Net Zero Now issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). The Contract shall (unless terminated earlier in accordance with these Terms) continue until each Renewal Date and shall renew on each Renewal Date.
Any samples, drawings, descriptive matter or advertising issued by Net Zero Now, and any descriptions or illustrations contained in Net Zero Now's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Net Zero Now will make available a Questionnaire for the Customer according to its sector, taking into account the Protocols. The Questionnaire will be provided at the start of the Contract and if considered applicable by Net Zero Now also for each subsequent year and at any other time deemed necessary by Net Zero Now.
Following completion of the Questionnaire (and provision of any additional information Net Zero Now may require) Net Zero Now shall provide an Emissions Report (based on the Sources and the Customer Data) and a Carbon Reduction Plan (based on the Sources and the Customer’s sector and the Customer Data) for the Customer.
If the Customer does not provide sufficient information to Net Zero Now in relation to a Questionnaire, Net Zero Now reserve the right to terminate the Contract and provide a refund to the Customer of the most recent Annual Charge.
In relation to Net Zero Now Certification the Carbon Reduction Plan may include a Carbon Offset Figure, which the Customer must pay to an Offset Provider as required by Net Zero Now. If required, such payment shall be made through Net Zero Now (acting as agent on behalf of the Customer). Any payment and provision of services or guarantees by the Offset Provider shall be subject to the Offset Provider’s terms and conditions, and the contract for such shall be between the Offset Provider and the Customer.
Following receipt of the Emissions Report and Carbon Reduction Plan, the Customer may elect either of the following Certification options and following such election (subject to the Customer providing such commitments and taking such actions as Net Zero Now requires, including publication of such Emissions Report and Carbon Reduction Plan on the Customer’s website), unless (in their sole discretion) Net Zero Now do not accept such an election as being applicable to the Customer, Net Zero Now will grant the Customer’s Certification as being either of the following:
“Net Zero Now” indicating that, on the basis of the information and evidence provided and actions taken by the Customer including but not limited to a commitment to comply with the Carbon Reduction Plan and full payment of the Carbon Offset Figure in order to achieve net zero carbon emissions; or
“Net Zero Target” indicating that the Customer is committing to the Carbon Reduction Plan and to achieving net zero carbon emissions by a specified date (such date to be specified by Net Zero Now).
If neither option is selected, or if Net Zero Now do not consider that either option applies to the Customer, Net Zero Now reserves the right to terminate this Contract without offering any refund to the Customer.
Net Zero Now may, at its discretion and at any time, change or withdraw the Customer’s Certification if it reasonably believes that the information provided by the Customer through the Questionnaire or otherwise is inaccurate or misleading or that the Customer is not fulfilling its obligations under the Carbon Reduction Plan or otherwise in accordance with these Terms.
Net Zero Now may publish the Customer (with appropriate details), its Certification and (at Net Zero Now’s discretion) details of the Customer’s Emissions Report and Carbon Reduction Plan, on to the Platform as part of a publicly searchable database of all those entities who have received Certification from Net Zero Now. If the Customer declines such publication, Net Zero Now shall remove the Customer from such database, but Net Zero Now shall withdraw the Customer’s Certification and reserves the right to terminate this Contract without offering any refund to the Customer.
Net Zero Now licences the Customer to display its Certification (as issued by Net Zero Now from time to time), during the term of the Contract, as part of its promotional and marketing materials and on its website. The Customer must comply with any changes to or revocation of the Certification made by Net Zero Now. The Customer warrant that any such use will be subject to (and in compliance with) the Brand Guidelines and any other instructions of Net Zero Now as issued from time to time. The Customer shall not use the Certification or Net Zero Now’s name or branding other than as permitted by this clause 3.
All the Services set out in this clause 3 are conditional upon and subject to the Customer’s compliance with the Contract, and may be suspended at Net Zero Now’s discretion in the event of any breach by the Customer of such obligations.
Net Zero Now warrants to the Customer that the Services will be provided using reasonable care and skill.
Whilst Net Zero Now uses reasonable care in their selection Net Zero Now does not give any warranty as to and shall have no responsibility for:
the accuracy or content of the Protocols or Sources or Customer Data or any changes to them (or the timeframe within which any such changes will be reflected in Net Zero Now’s Questionnaire, calculations, reports or plans);
any act or omission of any Offset Providers; or
the impact that any error or fault in the Protocols, the Sources, the Offset Providers or the Customer Data may have on the Services.
Net Zero now acts as agent on behalf of the Customer in contracting with and forwarding payments to Offset Providers, and the Customer indemnifies Net Zero Now for any costs, expenses and liabilities which Net Zero Now may incur as a result of or in connection with acting as agent on behalf of the Customer as set out in the Contract.
Net Zero Now reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services.
Net Zero Now shall use all reasonable endeavours to meet any performance dates agreed in writing between the parties but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
The Customer shall ensure that any and all Customer Data:
does not contain any viruses or harmful or malicious code or infringe any third party rights and is not harmful, offensive or otherwise illegal;
is accurate and not misleading in any way, and complies with all applicable industry and advertising standards, regulations and codes of conduct; and
is kept up to date, and the Customer shall notify Net Zero Now in advance of any changes in the Customer Data which will require changes to the Customer Data displayed on the Platform, and in any event shall promptly respond to any subsequent Questionnaire or queries issued by Net Zero Now. Such Questionnaires are generally issued on an annual basis as part of renewal.
The Customer shall:
co-operate with Net Zero Now in all matters relating to the Services;
provide Net Zero Now with such information and materials as Net Zero Now may reasonably require in relation to the Services;
not use any Net Zero Now Intellectual Property Rights, or otherwise reference its presence on or association with the Platform, except as expressly permitted by the Contract;
not suggest that the Customer’s business is in any way recommended or endorsed by Net Zero Now or misrepresent its Certification or the nature of such Certification (in each case whether expressly or impliedly, by act or omission);
not attempt to gain unauthorised access to or circumvent any security measures of the Platform, or otherwise attempt to unlawfully or wrongfully manipulate the appearance or listing of the Platform or the Customer Data, including any search engine listings;
not attempt to copy, modify, duplicate, create a competing product of, de-compile or reverse engineer any part of the Platform or Services;
keep any login or access details secure and confidential and be responsible for any use of its account details; and
not, by its act or omission, do anything which would damage or diminish the reputation or goodwill of Net Zero Now or the Platform.
The Customer grants Net Zero Now a fully paid-up, non-exclusive, royalty-free, non-transferable licence to display (and make available to users of the Platform), copy, re-format and edit any Customer Data or any details, trade marks or logos of the Customer for the term of the Contract (and thereafter until Net Zero Now removes such Customer Data from the Platform) for the purpose of providing the Services and listing businesses on the Platform.
If Net Zero Now's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
without limiting or affecting any other right or remedy available to it, Net Zero Now shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Net Zero Now's performance of any of its obligations;
Net Zero Now shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Net Zero Now's failure or delay to perform any of its obligations as set out in this clause 5.4; and
the Customer shall reimburse Net Zero Now on written demand for any costs or losses sustained or incurred by Net Zero Now arising directly or indirectly from the Customer Default.
Net Zero Now reserves the right, without liability or prejudice to its other rights, to remove or disable access to any Customer Data that breaches the provisions of these Terms or in relation to which it receives user complaints and to determine the format, layout and appearance of the Platform (including without limitation any uniform resource locator (URL)) or otherwise at its sole discretion.
Charges and payment
The Annual Charge shall be as set out on the Platform in the order process from time to time, and shall relate only to the Services set out in clause 3.
Net Zero Now reserves the right to increase the Annual Charge with effect from and to apply to the next Renewal Date, such increase to take effect once published on the Platform or otherwise notified to the Customer. If the Customer objects to such increase, it may terminate the Contract in accordance with clause 10, otherwise it will be deemed to have accepted it.
The Customer shall pay the initial Annual Charge on or before the Commencement Date, and all subsequent Annual Charges on or prior to the relevant Renewal Date, in full and in cleared funds to a bank account nominated in writing by Net Zero Now or as otherwise provided for via the Platform. Time for payment shall be of the essence of the Contract. Any Additional Charges shall be payable within 30 days of Net Zero Now’s invoice.
All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Net Zero Now to the Customer, the Customer shall pay to Net Zero Now such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Customer fails to make a payment due to Net Zero Now under the Contract by the due date, then, without limiting Net Zero Now's remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law), and are non-refundable (other than as expressly set out in the Contract).
Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Platform and the Services (other than Intellectual Property Rights in any Customer Data) shall be owned by Net Zero Now. Other than as expressly set out in these Terms, the Customer shall have no right or interest in (and no licences are granted in respect of) such Intellectual Property Rights.
The Customer shall not sub-license, assign or otherwise transfer any rights granted in these Terms.
Both parties will comply with all applicable requirements of Data Protection Law and the parties acknowledge their understanding that they are not aware of any aspect of the Services which involves Net Zero Now acting as a processor on behalf of the Customer. If any data protection authority or other competent authority determines that Net Zero Now does act as a processor for the Customer, Net Zero Now shall provide data processing clauses as required by Data Protection Law which shall be automatically incorporated into the Contract.
Where the Customer includes any personal data within the Customer Data (or otherwise provides it to Net Zero Now), the Customer shall ensure that it is provided in compliance with Data Protection Law, and that Net Zero Now’s receipt of it and use of it in order to provide the Services shall not cause Net Zero Now to be in breach of Data Protection Law. The Customer shall be responsible for ensuring that any necessary notices are provided and consents obtained in relation to such personal data and its display as part of the Services.
The Customer shall not include any cookies, web beacons or tracking technology in the Customer Data to be displayed by Net Zero Now. The Customer is solely responsible for its own compliance with Data Protection Law and shall not (by its act or omission) place Net Zero Now in breach of Data Protection Law.
The limits and exclusions in this clause reflect the commercial terms of and allocation of risk within the Contract and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in the Contract limits the Customer's payment obligations under the Contract or any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence;
any breach by the Customer of Net Zero Now’s Intellectual Property Rights or any liability under the indemnity set out in clause 9.7; or
fraud or fraudulent misrepresentation.
Subject to clause 9.3, Net Zero Now's total liability to the Customer in any 12 month period shall not exceed the charges paid by the Customer in such period.
Subject to clause 9.3, the following types of losses are wholly excluded:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect or consequential loss.
Net Zero Now does not warrant that availability of the Platform will be uninterrupted or error-free and gives no warranties as to the content contributed by other customers. Net Zero Now gives no warranty regarding the traffic or popularity of the Platform as a whole or in part, nor does it warrant, represent or guarantee that the Services or the Platform will generate any minimum number of customers or enquiries for the Customer.
The Customer shall defend, indemnify and hold harmless Net Zero Now against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim or complaint in connection with the Customer’s breach of the Contract or the Customer Data.
Net Zero Now has given express commitments as to the Services in these Terms and in view of these commitments, any terms, warranties, guarantees or other provisions which may be implied or included by law, custom or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
Unless the Customer notifies Net Zero Now that it intends to make a claim in respect of an event within the notice period, Net Zero Now shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
This clause 9 shall survive termination of the Contract.
Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 3 months' written notice. Where Net Zero Now terminates the Contract under this clause 10.1 it shall issue a pro-rated refund of the Annual Charge relating to any unexpired period which such Annual Charge relates to. No such refund shall be payable where the Customer terminates under this clause 10.1.
Without affecting any other right or remedy available to it, either party may terminate the Contract (or, in the case of Net Zero Now at its discretion, suspend the Services) with immediate effect by giving written notice to the other if the other commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so.
Without affecting any other right or remedy available to it, Net Zero Now may terminate the Contract (or, at its discretion, suspend the Services) with immediate effect by giving written notice to the Customer if:
the Customer fails to pay any amount due under the Contract on the due date for payment;
the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
Net Zero Now reasonably believes that any Customer Data is misleading or inaccurate;
the Customer has not complied with any commitments or requirements in relation to its emissions status, the Carbon Reduction Plan or its ongoing Certification.
Consequences of termination
On termination of the Contract:
the Customer shall immediately pay to Net Zero Now all of Net Zero Now's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Net Zero Now shall submit an invoice, which shall be payable by the Customer immediately on receipt;
all licences and rights granted to the Customer under the Contract shall cease and the Customer shall immediately cease all use of the Services and shall remove all references to Net Zero Now and the Certification from its website and any promotional material and shall remove all other displays and cease all other uses of such (and the Customer shall not use any description or logo which is similar to or could reasonably be confused with the Certification);
Net Zero Now shall be under no obligation to provide the Services and may (at its discretion) remove any and all Customer Data and references to the Customer from the Platform.
Termination or expiry of the Contract shall not affect 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 Contract which existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or by email to:
the address or email address specified in the Order, or its registered office if applicable (for the Customer); and
5 Technology Park, Colindeep Lane, Colindale, London, United Kingdom, NW9 6BX or email@example.com (for Net Zero Now). All notices to Net Zero Now must also be sent by email to firstname.lastname@example.org (but sending to this email address only will not mean notice is deemed received under clause 12.2.
Any notice shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day (Monday to Friday on a day that is not a public holiday in the place of receipt) after posting; or
if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (business hours means 9.00am to 5.00pm on a business day).
This clause 12 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Assignment. Net Zero Now may at any time assign or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Net Zero Now.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3.2.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.3; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Contract deleted under this clause 13.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.