These General Terms govern and apply to the entire contractual relationship between the
Customer and Co2Analysis and are incorporated in the Agreement between the Customer
and Co2Analysis by reference in the Order Form and/or by reference on
www.Co2Analysis.com and/or by reference in the Services. These General Terms will in all
respects replace and supersede any previously agreed general terms and conditions
between the Customer and Co2Analysis with effect also for any previously agreed Order
Forms and for any otherwise previously ordered products or services, and any such
previously agreed Order Forms or other products or services will thus in all respects be
governed by these General Terms.
“Accounting Period” is a specific time range over which business transactions have been
accumulated for the Customer.
“Agreement” means the agreement between the Customer and Co2Analysis regarding the
Services on the terms and conditions set out in an Order Form and including the terms
and conditions of these General Terms.
“Charges” the charges payable in consideration of the Services as set out on the Order
“Co2Analysis” means the legal entity Software Limited trading as Co2Analysis registered
in Scotland with company number (SC144127).
“Confidential Information” means in relation to either party and any of its Group Companies
(disclosing party) any and all information (which may be written, oral or in any other format)
that is by its nature confidential (including Customer Data and information that relates to
the products, operations, systems, security, processes, procedures, tools, methodologies,
utilities, know-how, plans, intentions, product information, market opportunities, business
affairs, financial position, assets, liabilities, business strategies (including marketing,
advertising and commercial plans), ideas and business projections of the disclosing party
that is disclosed by the disclosing party to the other party (recipient party) either before or
during the Services
“Customer” means the legal entity who starts the subscription of Services provided by
Co2Analysis and who has assumed payment responsibility for the Services.
“Customer Data” means all data, information or material, including but not limited to the
Personal Data, Customer’s customers and suppliers, prospect, and content uploaded to,
processed using or transmitted via the Services, by the Customer, Customer’s
representative, application or automated system using the Customer’s account, and
statistics generated through the Customer’s use of the Services.
“FOIA” means the Freedom of Information Act 2000, and any subordinate legislation made
under the Act from time to time, together with any guidance and/or codes of practice
issued by the Information Commis-sioner or relevant government department in relation
to such legislation;
“Good Industry Practice”: in relation to the performance of any of the Services, their
performance to the standard of skill, care, prudence and foresight, in each case with
appropriate management and control of quality, that a leading professional supplier of
services similar to the Services would use in the performance of those services
“Initial Period” means the initial contract period during which the Customer subscribes to
“Order Form” means the order form(s), including any supplements thereto, that the
Customer has executed to confirm its subscription of the Services on the terms and
conditions set out in the Order Form and in these General Terms.
“Renewal Term(s)” means successive renewal periods during which the Customer
prolongs its subscriptions to the Services.
“Services” means the web based software service Co2Analysis, versions thereof, and
associated services related thereto, including but not limited to Training, Consultancy,
Customized Development, Professional Services, Support Services, provided to the
Customer by Co2Analysis in accordance with this Agreement and with the content and
features as described on www.Co2Analysis.com or any local versions thereof.
“Users” means those individuals who are authorized by the Customer, and who are the
Customer’s employees, agents or contractors, to access and use the Services on behalf of
3. Services and right to use
3.1 Subject to the terms and conditions of this Agreement, the Customer is given a non-
transferable, non-exclusive, non-sublicensable, limited term, world-wide right to permit
Users to access and use the Services subject to the terms of this Agreement. The Services
and their features are described in the Order Form and on www.Co2Analysis.com.
3.2 The Services will be made available to the Customer during the term of the Agreement
and only after entering the Agreement. The Customer is aware that Co2Analysis may at
any time implement new versions and upgrades of the Services. Co2Analysis will use all
reasonable efforts to ensure that new versions and/or upgrades of the Services cause
minimal impact on the Customer’s enjoyment of the Services.
3.3 Co2Analysis will use commercially reasonable efforts to make the Services available
over the Internet 24 hours a day, 7 days a week but cannot guarantee that the Services will
be uninterrupted or error free. Measures that may affect the aforementioned accessibility
are inter alia scheduled maintenance, which Co2Analysis will schedule to the extent
practicable during the weekend or outside normal business hours of the UK unscheduled
emergency maintenance and any other cause beyond Co2Analysis’s reasonable control,
including but not limited to the Customer’s access to the Internet. Co2Analysis will use
reasonable efforts to notify the Customer of any unscheduled emergency maintenance
and any other cause beyond Co2Analysis’s reasonable control which may limit or impact
the Customer’s enjoyment of the Services.
4. Customer support
4.1 Co2Analysis will, as part of the Services and at no additional cost to the Customer,
provide the Customer with Co2Analysis’s standard customer support service. The
customer support service will be provided during normal business hours of the UK on
days when commercial banks are open to the general public in the UK.
5. The customer’s obligations
5.1 The Customer may only and represents and warrants that it will only, use the Services
in accordance with (a) this Agreement; (b) any of Co2Analysis’s use policies (as applicable
and amended by Co2Analysis from time to time).
5.2 The Customer is responsible for Users’ compliance with this Agreement and the Users’
use of the Services. The Customer shall furthermore always comply with Co2Analysis’s
security, administrative and ethic codes, policies and regulations as notified by email, as
made available within the Services or in any other manner.
5.3 The Customer shall not use, or permit the use of, the Services in any way that could
damage, overburden, disable, impair or otherwise hinder or interfere with Co2Analysis’s
provision of the Services. It is the responsibility of the Customer to ensure the security of
the Customer’s passwords and equipment used to access the Services.
5.4 Any and all Customer Data uploaded to, transferred through, publicly posted,
processed or entered into the Services by the Customer and/or Users shall be the sole
responsibility of the Customer.
5.5 The Customer may not provide access to the Services to any third party except for a
third party that is acting as a consultant providing services to and on behalf of the
Customer. The Customer is responsible for its consultants’ acts and omissions if and when
such consultant is provided access to the Services.
6. Upgrades and limitations in the use of the services
6.1 Services with volume restrictions stated in an Order Form (including but not limited to
users) will be automatically upgraded and charged according to Co2Analysis’s then
current price list when the maximum level for the current account is exceeded. Once the
upgrade is done the volume levels cannot be decreased during the relevant Agreement
term stated in the Order Form. The Customer may decrease the volume levels prior to a
renewal period by giving Co2Analysis written notice of such decrease no later than two (2)
months before the end of the relevant term.
6.2 The Customer shall only use the Services for the Initial Period stated in an Order Form,
and for any Renewal Term(s) thereafter.
6.3 The Customer shall only use the Services with data originating from the Accounting
7. Fees and payment terms
7.1 The Customer shall pay all fees specified in an Order Form or as otherwise agreed.
Payment obligations are non-cancellable and fees paid are non-refundable, except as set
out in section 17.3. All fees are stated exclusive of VAT.
7.2 All invoicing is done in advance. Payment shall be made to Co2Analysis under the
payment terms in the Order Form. Unless otherwise agreed, payment shall be made
within thirty (30) days after the invoice date. A default event occurs if payment is not made
by the due date and Late payment fees are charged from the invoice due date these are
at the same rate as HMRC set for late VAT payment surcharges and increment by the
same amount as HMRC surcharge fees for every 30 days over due, so at 60 days there is
an additional default event and an additional fee at the next level HMRC surcharge fee is
charged, and so on every 30 days. The Customer shall promptly notify Co2Analysis about
change of address. Co2Analysis reserves the right to immediately suspend delivery of the
Services and the Customer’s access to the Services if payment is not received after a
reminder has been sent. Any suspension by Co2Analysis of the Services under the
preceding sentences or otherwise in accordance with the provisions of this Agreement,
shall not relieve the Customer of its payment obligations under this Agreement and
Co2Analysis shall not be held liable for any loss and/or damage suffered by the Customer
as a result of such suspension.
7.3 The Customer shall always carry the cost for any and all booked hourly based
meetings and/or sessions with Co2Analysis regarding the Services, including but not
limited to Training, which has not been rescheduled or cancelled with seven (7) days prior
notice. Notwithstanding that the meeting/session has been duly rescheduled and/or
cancelled, the Customer shall always be liable for Co2Analysis’s non-refundable costs
relating to accommodation and travel expenses.
7.4 If the Customer purchases prepaid hours that may be utilized in connection with the
Services, such prepaid hours shall be valid for use during a period of twelve (12) months
from the date of purchase. After such period, unutilized prepaid hours credits shall be
invalid and non-refundable.
7.5 All Services, which are supplied by Co2Analysis on a time basis, shall be supplied on an
hourly basis only.
8. Customer Data
8.1 All Customer Data is and shall remain the property of the Customer, and Co2Analysis
may only use the Customer Data and statistics in accordance with this Agreement and
otherwise in order to fulfil its obligations to the Customer and/or to exercise its rights
under the Agreement. Co2Analysis shall have no liability for such Customer Data.
Notwithstanding the above, Co2Analysis may anonymously include the Customer’s
statistics in Co2Analysis Index and use Customer Data in accordance with section 13.
8.2 It is the sole obligation of the Customer to ensure that it possesses necessary back-up
of the Customer Data that it desires to retain when the Agreement is terminated.
8.3 The Customer acknowledges and agrees that, following the effective date of this
Agreement’s termination, it will not have access to the Services or to any Customer Data
stored in or as part of the Services. Co2Analysis will delete and destroy Customer Data in
accordance with Co2Analysis’s standard procedures for deletion of data, which inter alia
includes that Co2Analysis will permanently delete and destroy all copies of the Customer
Data within a reasonable timeframe, taking into account the back-up and administrative
procedures applied by Co2Analysis from time to time.
9. Intellectual property rights
9.1 Co2Analysis shall hold title to any and all intellectual property rights and technical
solutions in or relating to the Services. Such intellectual property rights and technical
solutions may only be used by the Customer in the manner stated in this Agreement.
Under no circumstances shall the Customer or a third party acquire any intellectual
property rights to the Services or to the software or technical solutions used in the
Services, or to any trademark or any other business mark belonging to or used by
Co2Analysis. Access to the Services is only granted as explicitly set out herein and the
Customer thus only receives the limited right to use the Services for the duration of this
Agreement and in accordance with the terms of this Agreement. Any rights not expressly
granted herein are reserved by Co2Analysis.
9.2 Co2Analysis shall own all suggestions, requests, recommendations, improvement or
enhancement request or other input or feedback provided by the Customer or any other
party relating to the Services, and the Customer hereby makes and/or undertakes to
make all assignments and take all reasonable acts necessary to accomplish the foregoing
assignment to and ownership by Co2Analysis.
9.3 The Customer shall not, directly or indirectly, (i) modify, decompile, disassemble or
reverse engineer the Services or attempt to discover the code and/or underlying
structure, ideas or algorithms of the Services or any software, data or documentation
related to or provided with the Services; (ii) modify, translate or create derivative works
based on the Services; (iii) access or use the Services to build (or support or assist a third
party in building) any product or service competing with the Services; or, (iv) in any way
transfer or encumber rights to the Services. The Customer shall use the Services explicitly
for its internal business operations and not for the operations of a third party, e.g. as a
service bureau or timesharing service.
10.1 Co2Analysis owns the right to disclose the fact that the Customer is a paying
customer of Co2Analysis and the Customer agrees that Co2Analysis may use the
Customer’s name and logo to identify the Customer as a customer of Co2Analysis on
www.Co2Analysis.com and in other promotional and marketing material.
11. Delivery refusal
11.1 In addition to what is otherwise agreed under this Agreement, Co2Analysis reserves
the right to immediately suspend the delivery of the Services or to immediately close all
the Customer’s accounts and terminate the Agreement if the Customer uses or has
declared its intent to use the Services in violation of the Agreement, any laws or
11.2 Any suspension of the Services by Co2Analysis will not relieve the Customer of its
payment obligations under this Agreement.
12.1 Contents of this Agreement (and any matter ancillary to it) confidential.
12.2. Subject to Clause 12.5, the recipient party shall, and shall procure that its officers
and employees shall, keep confidential all Confidential Information relating to the
disclosing party (and the disclosing party's business affairs) that it obtains in connection
with this Agreement or the negotiations leading up to it. The recipient party shall only use
such Confidential Information in the proper performance of its obligations and exercise of
its rights under this Agreement and shall not divulge any of such Confidential Information
to any other person without the prior written consent of the disclosing party.
12.3. In no event shall the standard of care employed by the recipient party in protecting
the Confidential Information referred to in this Clause 12 from disclosure be less than the
standard which the recipient party employs in the protection of its own Confidential
12.4. Disclosure of Confidential Information may be made to the recipient party’s officers;
employees and contractors, professional advisers and consultants, agents, any of its
Group Companies if such disclosure is reasonably necessary in order for the recipient
party to perform its obligations under this Agreement on condition that the recipient party
is responsible for procuring that the relevant third party complies with its obligations
under this Clause 12.
12.5. This Clause 12 shall not apply to Confidential Information that:
12.5.1. was already lawfully in the recipient party's lawful possession (without restriction on
disclosure or use) before it obtained the Confidential Information in connection with this
Agreement or the negotiations leading up to it;
12.5.2. has subsequently lawfully been disclosed to it (without restriction on disclosure or
use) by a person who is not a party to this Agreement and who itself lawfully obtained the
Confidential Information and is not under any obligation restricting its disclosure or use;
12.5.3. the recipient party can show that the Confidential Information was already, or has
subsequently become, published or publicly available for use other than through a breach
of this Agreement; or
12.5.4. is required to be disclosed by applicable law, a court of competent jurisdiction or
any governmental or regulatory authority provided that, to the extent it is legally permitted
to do so, it gives the other party as much notice of such disclosure as possible. The
recipient party shall consult with the disclosing party as to possible steps to avoid or limit disclosure and as to the content of any such required disclosure and take such of those steps as the disclosing party may require.
12.6. Immediately upon termination or expiry of this Agreement or at any time upon
request from the disclosing party, the recipient party shall:
12.6.1. destroy or return to the disclosing party all documents and materials (and any
copies) containing, reflecting, incorporating or based on the disclosing party's Confidential
12.6.2. erase all the disclosing party's Confidential Information from computer and
communications systems and devices used by it, including such systems and data
storage services provided by third parties (to the extent technically and legally
12.6.3. certify in writing to the disclosing party that it has complied with the requirements
of this Clause 12.6.
13. Statistical information
13.1 Notwithstanding anything else in the Agreement and otherwise, Co2Analysis shall
have the right to monitor the Customer’s use of the Services and use Customer Data in an
aggregate and anonymous manner, solely for the purpose of compiling statistical and
performance information, or improve predictive capabilities related to the provision and
operation of the Services, and may make such information publicly available, provided
that such information does not incorporate Customer Data and/or contain confidential
information of the Customer. Co2Analysis retains all intellectual property rights in such
14. Limited warranty
14.1 Co2Analysis warrants that the Services will under normal use and circumstances
perform substantially and materially in accordance with how the Services are presented
14.2 Except for the express warranties set forth in section 14.1 above the Services are
provided on an “AS IS” basis and with all faults. To the furthest extent permitted under
applicable law, Co2Analysis expressly disclaims and excludes from the Agreement all
other conditions, terms and/or warranties of any kind with respect to the Services,
whether express or implied, including without limitation any conditions, terms and/or
warranties for merchantability of the Services and/or for the fitness of the Services for a
particular purpose and/or the correspondence of the Services to any description and/or
that the Services will be uninterrupted and/or error free and/or completely secure. The Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of privacy, confidential information and property.
15. Limitation of liability
15.1. Subject to Clause 15.3, neither party shall in any circumstances have any liability for
any losses or damages which may be suffered by the other (or any person claiming under
or through the same), whether the same are suffered directly or indirectly or are
immediate or consequential, which fall within any of the following categories:
15.1.1. special damage even though that party was aware of the circumstances in which
such special damage could arise;
15.1.2. loss of profits;
15.1.3. loss of anticipated savings;
15.1.4. loss of business opportunity and management time; or
15.1.5. loss of goodwill.
provided that this Clause 15.1 shall not prevent claims for direct financial loss that are not
excluded by any of categories 15.1.1 to 15.1.5 inclusive of this 15.1.
15.2. Subject to clause 15.3, the total liability of Co2 Analysis, whether in contract, tort
(including negligence) or otherwise, and whether in connection with this agreement or any
collateral contract, shall in no circumstances exceed a sum equal to the Charges paid by
the Customer in relation to the relevant order form.
15.3. The exclusions in clause 15.1 shall apply to the fullest extent permissible at law but
neither party excludes any liability for death or personal injury caused by its negligence, or
the negligence of its employees or agents, or for fraud or fraudulent misrepresentation or
the deliberate default or wilful misconduct of that party, its employees or agents or
15.4 In the event of major defects that seriously impede the Customer’s use of the Services
and that are attributable to Co2Analysis, Co2Analysis undertakes to use its best
endeavours to rectify such defect without unreasonable delay. In the absence of intent or
gross negligence by Co2Analysis, Co2Analysis otherwise assumes no responsibility for
defects, interruptions or deficiencies in the Services. The Customer shall not be entitled to
a reduction in payment (or repayment of fees paid), or to damages or other sanctions in
the event of operational disruption or errors that impede data traffic or otherwise the use
of the Services, unless caused by Co2Analysis with intent or gross negligence.
16. Force majeure
16.1 Each party shall be entitled to suspend performance of its obligations under the
Agreement to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any other circumstance beyond the reasonable control of the affected party such as fire, war,
extensive military mobilization, acts of terror, insurrection, requisition, seizure, embargo,
restrictions in the use of power and defects or delays in deliveries by sub-contractors
caused by any such circumstances referred to in this section 16. A circumstance referred
to above which has occurred prior to the formation of the Agreement shall give a right to
suspension only if its effect on the performance of the Agreement could not be foreseen
at the time of the formation of the Agreement. The party claiming to be affected by force
majeure shall notify the other party in writing without delay immediately upon the
commencement of the event of force majeure.
17. Term and termination
17.1 This Agreement enters into force upon acceptance by the Customer in an Order Form,
agreement, or in any other form and continues for the Initial Period specified therein (and
for any Renewal Term(s) thereafter as further set out below).
17.2 If not otherwise specified in the Order Form, the Agreement shall automatically renew
for additional periods equal to the expiring Initial Period, unless either party gives the other
written notice of non-renewal at least two (2) months before the end of the relevant term.
Fees for the Services during any such renewal term shall be the same as that during the
prior term unless Co2Analysis has given the Customer a written notice of an increase of
the fees at least three (3) months prior to the end of such prior term, in which case the fee
increase shall be effective upon the start of the new Renewal Term.
17.3 Each party shall be entitled to prematurely terminate the Agreement in writing where
the other party is in material breach of its obligations under the Agreement and fails to
effect rectification within ten (10) days of a written demand therefore or if the other party
becomes bankrupt or otherwise insolvent. Upon termination by the Customer for material
breach under this section 17.3, Co2Analysis shall refund the Customer any prepaid fees for
the remainder of the Agreement period. Upon termination by Co2Analysis for material
breach under this section 17.3, the Customer shall pay all fees for the remainder of the
17.4 Termination shall be made in writing and shall be signed by the terminating party. The
Customer’s termination shall be sent to Co2Analysis’s main office or by email to
[email protected]. A non-payment is not considered to be a termination.
18.1 Co2Analysis reserves the right to amend these General Terms and such amended
General Terms will thereafter govern and apply to the entire Agreement and in all respects replace and supersede any previously agreed general terms and conditions between the Customer and Co2Analysis. The Customer shall be informed of such amendments by
email and the Customer shall be deemed to have received such notice within two (2)
weeks of the notice being sent by email. Where the Customer does not accept the
amendment, the Customer shall be entitled, within thirty (30) calendar days from the date
the email was sent, provided that the changes have a material adverse effect on the
Customer, to terminate the Agreement with immediate effect. Where the Agreement is not
terminated by the Customer within the aforementioned time, the Customer shall be
deemed to have accepted the new terms and conditions of the Agreement.
19.1 Neither party may assign any of its rights or obligations under this Agreement without
the prior written consent of the other party, not to be unreasonably withheld.
Notwithstanding the above, Co2Analysis shall be entitled, in whole or in part, to assign its
rights and obligations under the Agreement without the Customer’s prior consent (i) to a
company within the same group of companies as Co2Analysis; or, (ii) in connection with a
sale of all, or substantially all, of the assets of Co2Analysis to a third party.
20.1 This Agreement shall be governed by the laws of England without reference to its
principles on conflict of laws.
20.2 The parties shall attempt to resolve any dispute, controversy or claim arising out of or
in connection with this Agreement, or the breach, termination or invalidity thereof (matter)
through negotiations between senior executives of the parties, apart from the matter of
non-payment by the Customer. Co2Analysis may elect to initiate court proceedings
concerning non-payment, and the customer agrees to pay all fees and costs associated
with any court proceedings associated with an action for non-payment.
20.3 If the matter is not resolved by negotiation within 30 days of receipt of a written
'invitation to negotiate', the parties will attempt to resolve the dispute in good faith through
an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement,
through an ADR procedure as recommended to the parties by the President or the Vice
President, for the time being, of the Chartered Institute of Arbitrators.
20.3 If the matter has not been resolved by an ADR procedure within 60 days of the
initiation of that procedure, or if any party will not participate in an ADR procedure, the
dispute may be referred to arbitration by any party. The seat of the arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties. Should the parties be unable to agree on an
arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, any party may,
upon giving written notice to other parties, apply to the President or the Vice President, for
the time being, of the Chartered Institute of Arbitrators for the appointment of a Single
Arbitrator and for any decision on rules that may be necessary.
20.4 Nothing in this section 20 shall be construed as prohibiting a party or its affiliate
from applying to a court for interim injunctive relief.
20.5 Notwithstanding any other provisions of this section 20, any action for collection of
any payment obligation may be brought in any court with competent jurisdiction.