PARTIES

• Project Offset Ltd a limited liability company incorporated in England and Wales (registered no. 11843193), whose registered office is at 295 London Road East, Bath, Avon, BA1 7RL (Supplier)
• [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Customer) As per Application form.

BACKGROUND

• The Supplier is a reseller of fuel Cards to enable the purchase of fuel Products by Cardholders (capitalised terms as defined below) and is in the business of offsetting the carbon emissions created by the use of such Products.
• The Customer wishes to obtain, and the Supplier wishes to provide the services described above on the terms set out in this agreement.

AGREEMENT TERMS

• INTERPRETATION
• The following definitions and rules of interpretation apply in this agreement:

Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.

Applicable Laws: all applicable laws, statutes, regulation and codes from time to time in force.

Application or App: The Supplier’s software application that may be downloaded by Cardholders to their individual devices in order to monitor their use of their allocated Card.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Cards: payment cards issued to the Customer by the Supplier and/or by any third party designated by the Supplier and Card means any one of them.

Cardholders: means persons to whom Customer has provided a Card and who are authorised by Customer to use such Card and Cardholder means any one of them.

Card Supplier: the provider of Cards to the Supplier for the purposes of their resale.

Charges: the charges for the Services, Cards and Products or the framework for calculating them as set out in Schedule 2.

Confidential Information: all confidential or proprietary information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by the Discloser or any member of its group (or any of their respective employees, officers, agents or advisers) to the Recipient or any member of its group (or any of their respective employees, officers, agents or advisers) in connection with the agreement, including:

• the existence and contents of this agreement.
• all information in whatever form relating to the assets or the affairs, financial or trading position, general assets, intellectual property rights, customers, clients, suppliers, employees, plans, operations, processes, products, intentions or market opportunities of the Discloser or any member of its group.
• the know-how, business models, designs, trade secrets, technical information or software relating to the assets, the Discloser or any member of its group; and
• any findings, data or analysis derived from such information.

Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.

Credit Limit: the maximum amount of unpaid Transactions, whether invoiced or not, that can be outstanding on the Customer’s account at any time, such limit as determined by the Supplier and set out in Schedule 2 and that may be revised at any time.

Customer Administrator: Customer’s personnel who are authorised by the Customer to access the Platform.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Discloser: the party disclosing Confidential Information to the other party.

GHG: any of the following six gases: carbon dioxide (CO2), methane (CH4), nitrous oxide (N20), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulphur hexafluoride (SF6) and any other greenhouse gas that may be agreed between the Parties from time to time, all as measured in metric tonnes of CO2e.

GHG Emissions: emissions to atmosphere of GHG.

GHG Reductions: the removal, limitation, reduction, avoidance, sequestration or mitigation of GHG relative to a baseline scenario.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, 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.

Platform: the Supplier’s proprietary software platform that may be accessed by the Customer’s Administrator and provides information relating to the allocation of Cards to Cardholders, Product Charges …

Products: all grades of diesel and petrol products supplied by Supplier to Customer from time to time.

Product Charges: the charges for the Products published by the Supplier on the Platform from time to time.

Recipient: the party receiving Confidential Information from the other party.

Retailers: companies who accept Cards as payment for Products.

Supply Point: the location where a Retailer delivers the Product to a Cardholder.

Transaction: each use of the Card to obtain Goods at a Supply Point.

Services: the services as set out in Schedule 1.

Standard Contractual Clauses (SCC): the European Commission's Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU, a completed copy of which comprises Schedule 4.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

Verified Emission Reduction or VER: a unit of account representing one tonne of GHG Reductions that has been independently verified as having been achieved and for the avoidance of doubt includes certified emissions reductions under the ‘Clean Development Mechanism’, as described under the Kyoto Protocol and as may be amended or updated from time to time.

1.2              Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3              A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4              The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5              A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6              Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.7              Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

1.8              This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.9              A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10            A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.11             Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31st December 2020.

1.12            A reference to writing or written includes email.

1.13            Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.14            A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied or novated from time to time.

1.15            References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.16            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.

2. COMMENCEMENT AND DURATION

2.1              This agreement shall commence on the date when it has been signed by all the parties and shall continue, unless terminated earlier in accordance with clause 12 (Termination), until either party gives to the other party sixty (60) days’ written notice to terminate.

3. PRODUCT AND SERVICES

3.1              The Supplier shall provide to the Customer the initial number of Cards in Schedule 1. The Customer may order additional Cards from the Supplier from time to time which the Supplier may provide in its sole discretion in accordance with Clause 4.1.

3.2             The Cardholder can use a Card for purchasing Products that are available at Supply Points. A Card that has not been used for a certain period of time, as determined by the Supplier, may be cancelled automatically or subject to a Charge as a result of such non-activity. The issuing of Cards to the Customer does not confer any right to Customer to receive supplies of Products.

3.3             Title to the Products and risk of loss will pass upon delivery of the Products to the Customer at the Supply Point.

3.4             Cards may only be used at participating Supply Points; however, Retailers have the right to retain cards and/or to refuse to supply Products, accept Cards or process Transactions for any reason including, but not limited to, the Cardholder not presenting the Card to the Retailer at the Supply Point prior to drawing Products, shortage of product, technical failure of equipment or failure by Customer to comply with this agreement. The Customer shall comply (and shall procure that the Cardholders comply) with all operating requirements and conditions imposed by a Retailer at the Supply Point. Any fees or payments charged to the Supplier in connection with Transactions by the Customer not complying with local regulation or damaging Retailer's equipment can be charged by the Supplier to the Customer. If the Products have already been supplied and the Card is not accepted by the Retailer for whatever reason, the Customer is required to pay (or shall procure that the Cardholder shall pay) for the Products at Retailer's customer price applicable at the Supply Point with other means of payment.

3.5             The Customer may authorise Cardholders to use a Card and shall ensure that Cardholders comply with the Customer's obligations under this Agreement. The Customer shall ensure that Cards do not remain in possession of anyone who has ceased to be an authorised Cardholder. The Customer shall remain fully liable and responsible for the acts and omissions of Cardholders.

3.6             The Card may only be used for purchases that correspond with a normal consumption or use and Cards can only be used by the Customer in compliance with Applicable Laws.

3.7             The Customer shall obtain and maintain all necessary licences and consents and comply with all Applicable Laws as required to enable the Supplier to provide the Products and Services, including in relation to the use of the Cards.

4. CARDS

4.1              All applications for the issue of Cards shall be at the absolute discretion of the Supplier. It is understood that the Supplier shall not be obliged to accept an application nor to give any reason for refusing the same, nor to enter into any correspondence in regard thereto. Each Card will be valid for use by the Cardholder, subject to payment of the Charges and to the extent of the Credit Limit from the date of issue until the date of expiry.

4.2             Cards remain the property of the Card Supplier at all times. The Customer understands and accepts that the Card Supplier may cancel or block Cards or refuse to renew or replace Cards in its sole discretion and the Customer shall return Cards on first request to the Supplier’s registered office. Charges associated with the supply and use of Cards are set out in Schedule 2.

4.3             The Customer shall, and shall procure that a Cardholder, only use Cards in accordance with the provisions of this agreement. A Card may not be used in, among others, the following circumstances:

(a)              unless the Cardholder has presented the Card to the Retailer at the Supply Point prior to drawing any Products.

(b)              after the expiry date shown on the Card.

(c)              if Customer exceeds its Credit Limit.

(d)              if the Card has been reported lost or stolen or the PIN has been compromised.

(e)              if the Card has been cancelled or blocked or its return requested by the Supplier.

(f)               if there are any payments that are overdue under this Agreement.

(g)              by a Cardholder other than as indicated on the Card for the designated driver or vehicle.

(h)              if the Cardholder does not enter the correct PIN code.

Notwithstanding clause 4.3 (a)-(h), the Customer shall be liable to pay the Supplier for all amounts due pursuant to each Transaction plus any Charges levied as a result of a breach of this Clause 4.3.

4.4             Transactions will be processed online, except if this is not possible for technical reasons relating to the equipment required for such processing, in which case Transactions will be processed offline. Online Transactions shall be confirmed by PIN and offline Transactions (where permitted) shall be confirmed by PIN or by signature of the Cardholder on the sales voucher. Transactions confirmed in such manner are deemed to have been accepted by the Customer and will be invoiced to the Customer. A Cardholder has no entitlement to offline Transactions and the Customer will remain liable for Transactions made without PIN.

4.5             The Customer will be responsible for identifying and taking all necessary precautions to ensure the safe storage and use of the Card and its PIN. Notwithstanding the foregoing, the Supplier may from time to time recommend specific precautions to the Customer. A Card is issued with a PIN. The Customer shall only disclose the PIN to the Cardholder authorised to use the Card. The Customer shall ensure that the PIN is not compromised such as by keeping the PIN secret from any person other than the Cardholder, never storing the PIN together with the Card and entering a PIN discreetly.

4.6             The Supplier may, in its sole discretion, determine proprietary security limits (such as a maximum value per Transaction, a maximum value for all Transactions per Card over a period of time or a maximum number of Transactions per Card over a period of time), above which Transactions may be refused or Cards may be blocked. These limits are determined, and may be revised at any time, by the Supplier in its absolute discretion. the Supplier may, but has no obligation to, refuse Transactions or block Cards that exceed such security limits, and the Supplier will not be liable if Cards are used exceeding these security limits. At the Customer's request the Supplier may issue Card(s) that are exempt from security limits. The Customer will indemnify the Supplier on demand in respect of all costs, claims and demands arising out of or in connection with the use of all such Cards.

4.7             A Retailer may, but is not obliged to, request the Cardholder to show appropriate identification to prove that his identity corresponds with the name (where applicable) on the Card, in the absence of which such Retailer may refuse the Transaction and/or retain the Card.

4.8             If the Customer has reason to believe that a Card is lost, stolen, duplicated or has not been received when due or that the PIN is compromised the Customer must immediately notify the Supplier by telephone and email. The Customer shall be liable for all Transactions made with a lost, stolen or duplicated Card (including all Transactions made with a duplicate of the Card) for a period of two (2) Business Days after the Supplier has received notification from Customer that the Card has been lost or stolen. However, if after two (2) Business Days Transactions are made with the lost, stolen or duplicated Card using the correct PIN, the Customer will remain liable for such Transactions until the lost, stolen or duplicated Card has been blocked, which the Supplier shall inform the Card Supplier to do as soon as reasonably practicable. In addition, if after notification by the Customer that a Card is lost, stolen or duplicated, the Card is used by the Cardholder, the Customer will remain liable for such Transactions and the Supplier may make such reasonable charge to the Customer as appropriate to cover the expenses incurred by the Supplier as a result of Customer's notification. The Customer shall be liable in respect of all Transactions made with a Card with a compromised PIN until (i) the Customer has given notification to the Supplier as detailed in above; and (ii) until the Card Supplier has received the compromised Card with the top corners cut off. The Customer shall give the Supplier all reasonable assistance to investigate the loss, duplication or theft of any Card and to assist the Supplier to recover the lost or stolen Card or a duplicate of the Card.

4.9             If the Customer wishes to cancel or withdraw a Card for any reason it should notify the Supplier accordingly and return the Card to the Supplier with the corner cut off. The Customer will remain liable in respect of all Transactions made with a cancelled or withdrawn Card prior to receipt of the Card by the Card Supplier. Upon receipt of new Cards replacing existing or expired Cards, Customer shall ensure that all the replaced Cards are immediately destroyed. Customer shall remain liable for all Transactions made with the replaced Cards. The Supplier reserves the right to levy charges in respect of the reissuing and replacement of any Cards.

5. CHARGES AND PAYMENT

5.1              In consideration of the provision of the Cards and the Services, the Customer shall pay the Charges.

5.2             The Customer shall pay the Charges to the Supplier by direct debit at the intervals specified in Schedule 2. The Customer undertakes to set up and maintain for the term of this agreement and one (1) month following its expiry or termination a direct debit for the Supplier (in accordance with the details and requirements requested by the Supplier) to collect all Charges.

5.3             The Supplier will provide an invoice to the Customer detailing the Charges monthly in arrears.

5.4             The Customer acknowledges and agrees that the Product Charges will fluctuate from time to time.

5.5             Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this agreement on the due date:

• 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 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
• the Supplier may suspend part or all of the Services until payment has been made in full.

5.6             All sums payable to the Supplier under this agreement:

• are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
• 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).

6. CARBON OFFSET

6.1              The Supplier shall provide a quarterly statement to the Customer reflecting the number of litres of Products purchased by Cardholders during the prior calendar year quarter and an estimate of the number of VERs required to offset the GHG Emissions created by the consumption of the applicable volume of Product.

6.2             The Supplier shall procure from a reputable third-party provider of carbon offset services the required number of VERs to offset the GHG Emissions created by the consumption of the volume of Products purchased by the Customer during the term of this Agreement.

6.3             The Supplier will provide written certification and other evidence reasonably requested by the Customer to demonstrate to the Customer that the appropriate VERs have been allocated to the Customer in accordance with clause 6.2.

7. INTELLECTUAL PROPERTY RIGHTS

7.1              In relation to the Platform and App:

• the Supplier and its licensors shall retain ownership of all IPRs in the Platform and the App.
• the Supplier grants the Customer a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this Agreement to access and use the Platform and the App for the sole purpose of receiving and using the Services; and
• the Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 7.1(b).

7.2             The Supplier shall not be liable for any unavailability of the App or the Platform, including but not limited to reasons resulting from unavailability or connectivity to the internet, routine or emergency maintenance.

7.3             The Supplier grants to the Customer a non-exclusive, royalty free revocable licence to use its applicable, brand, name, trademark and/or logo for publicity and marketing purposes mutually agreed in writing between the parties for the term of this Agreement.

7.4             The Supplier:

• warrants that the receipt and use of the Platform by the Customer shall not infringe any Intellectual Property Rights of any third party.
• shall, subject to clauses 11.6 and 11.8, indemnify the Customer against all liabilities, costs, expenses, damages and losses (including any reasonable professional costs and expenses) suffered or incurred or paid by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third parties Intellectual Property Rights arising out of, or in connection with, the use of the Platform.
• shall not be in breach of the warranty at clause 7.3(a), and the Customer shall have no claim under the indemnity at clause 7.3(b) to the extent the infringement arises from the use of the Platform for any purpose other than as set out in this Agreement.

7.5             If the Supplier is required to indemnify the Customer under this clause 7, the Customer shall:

• notify the Supplier in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 7.3(b) (IPRs Claim);
• allow the Supplier, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Supplier shall obtain the Customer's prior approval of any settlement terms, such approval not to be unreasonably withheld.
• provide the Supplier with such reasonable assistance regarding the IPRs Claim as is required by the Supplier, subject to reimbursement by the Supplier of the Customer's costs so incurred; and
• not, without prior consultation with the Supplier, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Supplier considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute.

8                INFORMATION SECURITY

8.1              The Customer shall be responsible for the establishment, implementation and oversight of the rules, requirements and procedures relating to the provisioning, de-provisioning, distribution, selection, use and safeguarding of identifying credentials (such as the Card PIN, user ID and passwords) and for the verification of the identity of each Cardholder and Customer Administrator and its respective level of access authorization to the App and the Platform, as applicable.  The Customer shall utilise at least standard industry practices in regard to password policies, user provisioning and de-provisioning, and the creation of persistent, unique and static user ID’s, and the Supplier shall not have any responsibility to authenticate Cardholders or Customer Administrators or otherwise verify their identity or authorised access levels.

8.2             The Customer will take commercially reasonable measures (including implementing and maintaining industry standard security software) to ensure that by it or the Cardholders’ or Customer Administrators’ the use of the App or the Platform, as applicable shall not place in the Supplier’s environment, any program, routine, code, instructions or known pre-programmed devices, including but not limited to, “worms”, “viruses,” “time bombs,” “Trojan Horses,” or other such devices that are designed to disable, modify, damage or delete the Supplier’s environment or any of its data or content.

8.3             The Customer shall and shall procure that the Cardholders and Customer Administrator shall adhere to the terms of use applicable to the App and/or the Platform.

9. DATA PROTECTION

9.1              Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

9.2             The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller, and the Supplier is the processor, or, in some instances, the parties may be joint controllers. Schedule 3 (Processing, personal data and data subjects) sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.

9.3             Without prejudice to the generality of clause 9.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this Agreement.

9.4             Without prejudice to the generality of clause 9.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this Agreement:

• process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data.
• ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
• ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
• not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
• the Customer or the Supplier has provided appropriate safeguards in relation to the transfer.
• the data subject has enforceable rights and effective legal remedies.
• the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
• the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data.
• assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
• notify the Customer without undue delay on becoming aware of a personal data breach
• at the written direction of the Customer, delete or return personal data and copies to the Customer on termination or expiry of the agreement unless required by Applicable Law to store the personal data; and
• maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

9.5    Without prejudice to clause 15 (Assignment and other dealings), the Customer consents to the Supplier appointing third party processors of personal data under this Agreement. The third-party processors used by the Supplier as of the date of this agreement are set out in Schedule 3 and may be updated by the Supplier from time to time and the Supplier will provide written notification of any such updates to the Customer. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. If any personal data is transferred by the Supplier outside of the United Kingdom to a third-party processor, the Customer and Supplier shall ensure that the Standard Contractual Clauses are executed with such third-party processor. To the extent of any conflict between the terms of this agreement and the SCCs, the provisions of the SCCs shall prevail.

9.6    Either party may, at any time on not less than 30 days' notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

10. CONFIDENTIALITY

10.1            Each party undertakes that it shall not at any time, and for a period of two years after termination or expiry of this agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the Discloser or of any member of the group of companies to which the other party belongs, except as permitted by clause 10.2(a).

10.2           Each party may disclose the other party's Confidential Information:

• to its employees, officers, representatives, contractors, subcontractors, Card Supplier(s) or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. 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 10; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3           No party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

11. LIMITATION OF LIABILITY

11.1             Scope of this clause. References to liability in this clause 11 (Limitation of liability) include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.2            No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

11.3            No limitation of the Customer's payment obligations. Nothing in this clause 11 shall limit the Customer's payment obligations under this agreement.

11.4            Liabilities which cannot legally be limited. Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:

death or personal injury caused by negligence.

• fraud or fraudulent misrepresentation; and
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.5            Exclusions: The Supplier gives no warranty, express or implied, in relation to any Products supplied to the Customer. The Supplier shall not be liable for any loss or damage suffered by the Customer or the Cardholder in connection with any Products save to the extent that such liability cannot by law be limited or excluded. The Supplier shall not be liable for any failure of a Retailer to process Cards or for any refusal by a Retailer to accept Cards. The sale of Products by Retailers takes place under the exclusive responsibility of such Retailer and the Customer must lodge any claim relating to the sale of Products directly with such Retailer. The Supplier gives no warranty, express or implied, in relation to the availability of the App or the Platform.

11.6            Cap on the Supplier's liability. Subject to clause 11.2 (no limitations in respect of deliberate default) and clause 11.4 (liabilities which cannot legally be limited), the Supplier's total liability to the Customer:

• for claims related to Products purchased with a Card, the purchase price of such Products.
• for all other loss or damage, the Charges paid under this agreement in the twelve (12) month period immediately preceding the claim for such loss or damage.

11.7            Indemnities. The Customer shall indemnify and hold the Supplier, its officers, employees and agents harmless:

• in respect of any losses that are caused by or result from the negligence or wilful acts or omissions of the Customer or its Cardholders.
• against all liability, including employer’s liability, in respect of any damage to the property of the Supplier, the Card Supplier or the Customer or the death or personal injury of their respective employees or agents arising out of or consequent upon the use of the Card or the Products.

11.8            Specific heads of excluded loss. Subject to clause 11.2 (No limitations in respect of deliberate default), clause 11.3 (No limitation on the customer's payment obligations), and clause 11.4 (Liabilities which cannot legally be limited), this clause 11.8 specifies the types of losses that are excluded:

(a)              loss of profits.

(b)              loss of sales or business.

(c)              loss of agreements or contracts.

(d)              loss of anticipated savings.

(e)              loss of use or corruption of software, data or information.

(f)               loss of or damage to goodwill; and

(g)              indirect or consequential loss.

11.9            Exclusion of statutory implied terms. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

11.10          No liability for claims not notified within three months. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier 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 three (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.

12. TERMINATION

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

• the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so.
• the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986.
• the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
• the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986.
• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
• an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
• the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver.
• a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party.
• a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days.
• any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1(c) to clause 15.1(j) (inclusive); or
• the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.2            Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment.

12.3            The Supplier may suspend or terminate the use of a Card or Cards at any time.

13. OBLIGATIONS ON TERMINATION AND SURVIVAL

13.1            Obligations on termination or expiry

On termination or expiry of this agreement:

• the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid Charges, invoices and interest.
• the Customer shall return all of the Cards; and
• each party shall return or destroy and certify the destruction of the other party’s confidential information.

13.2            Survival

• Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
• Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

14. FORCE MAJEURE

14.1            Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

• acts of God, flood, drought, earthquake or other natural disaster.
• epidemic or pandemic.
• terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations.
• nuclear, chemical or biological contamination or sonic boom.
• any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent.
• collapse of buildings, fire, explosion or accident; and
• any labour or trade dispute, strikes, industrial action, refusals to perform work or lockouts; and
• non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
• inability to obtain energy, equipment, transportation or fuel stocks.
• non-availability or shortage of fuel stocks or other stocks from which the Products are derived.

(k)              interruption or failure of utility services.

(l)               technical problems, breakdown of or accident relating to plant, machinery, facilities, transportation, equipment, communications systems, computer hardware or systems or other equipment.

(m)             good faith compliance with any regulation, order or request of, or interference by, or restriction imposed by any international, national or provincial port or other public authority or any person purporting to act for such authority.

(n)              the threat or reasonable apprehension of the above events.

14.2            If a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

15. ASSIGNMENT AND OTHER DEALINGS

15.1            The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

15.2            The Supplier may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

16. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. WAIVER

17.1            A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2            A failure or delay by a party to exercise any right or remedy provided under this agreement 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 this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.3            A party that waives a right or remedy provided under this agreement or by law in relation to one party or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

18. RIGHTS AND REMEDIES

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. SEVERANCE

19.1            If any provision or part-provision of this agreement 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.

19.2            If any provision or part-provision of this agreement is deemed deleted under clause 22.1 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.

20. ENTIRE AGREEMENT

20.1           This agreement 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.

20.2           Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.

21. CONFLICT

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.

22 NO PARTNERSHIP OR AGENCY

22.1            Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

22.2           Each party confirms it is acting on its own behalf and not for the benefit of any other person.

23. THIRD PARTY RIGHTS

23.1            Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

23.2           The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

24. NOTICES

24.1            Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

• delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
• sent by email to:

Supplier: Support@mycoco.io

Client:       Contact e-mail supplied by customer

24.2           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 Business Day delivery services, at 9.00 am on the second Business Day after posting; or

(c)              if sent 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. In this clause 24.2(c), business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

24.3           This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25. COUNTERPARTS

25.1            This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

25.2           Transmission of the executed signature page of a counterpart of this agreement by (a) email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement.

25.3           No counterpart shall be effective until each party has executed at least one counterpart.

26. DISPUTE RESOLUTION PORCEDURE

26.1           If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then the parties shall attempt in good faith to resolve the Dispute.

26.2           If the parties are for any reason unable to resolve the Dispute within 30 days of their commencement of negotiations relating to the Dispute, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice.

26.3           The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 29 which clause shall apply at all times.

27. COMPLIANCE WITH LAWS AND POLICIES

27.1            In performing their obligations under this Agreement, each party shall comply with Applicable Laws.

28. GOVERING LAW

This agreement 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.

29. 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 this agreement or its subject matter or formation.

This Agreement has been entered into on the date stated at the beginning of it.

SCHEDULE ONE - SERVICES

Subject to the Customer’s compliance with the terms of this agreement, including but not limited to payment of the Charges, the Supplier will provide the following Services in accordance with the terms of this agreement:

1. Issue the Customer with Fuel Cards (Number of Cards as per the Registration Form) within 10 working days of execution of this agreement. Additional cards may be requested and provided in accordance with clauses 3 and 4.
2. Provision of access to the Platform and the App to the Customer Administrators and Cardholder, as applicable.
3. Provision of the following information on the Platform:
4. Product Charges, updated from time to time
5. Credit Limit, updated from time to time
6. Current Transactions (payment outstanding)
7. Historical Transactions
8. Product volume and estimated VERs required to carbon offset Product consumption
9. Provision of the following information on the App:
10. Product purchases in the last [XX] days
11. Maximum spend per Transaction
12. Management of the Transactions, including recording the Transactions and administering the Charges and payment process, dealing with the Card Supplier and Retailers.
13. Management of the carbon offset process, including calculation of the estimated VERs required to offset the GHG Emissions created by the Customer’s consumption of the Products.

SCHEDULE TWO – CHARGES AND PAYMENT TERMS

1                 Charges:

a                Charges for issued Cards: a monthly charge of £1.00 per Card

b                Additional Charges for Cards: replacement Cards will be charged at £5.00 per Card (or such other amount as may be notified by the Supplier to the Customer) Plus postage at £6.00 per parcel.

c                Product Charges: variable price per litre of fuel as published by the Supplier from time to time

2                Credit Limit: £XXXX which may be revised from time to time as published by the Supplier on the Platform

Payment terms – Card Charges:

3                The Supplier shall issue invoices weekly in arrears for all Card Charges and shall collect payment for the Card Charges via direct debit within 7 days of the date of invoice.

4                Payment terms – Product Charges:

The Supplier shall collect the Product Charges via direct debit 7 days in arrears.

SCHEDULE THREE – APPLICATION END USER LICENSE (APP)

WHO WE ARE AND WHAT THIS AGREEMENT DOES

We Project Offset Limited of HERE, 470 Bath Road, Bristol BS4 3AP license you to use:

• COCO+ mobile application software, the data supplied with the software, (App) and any updates or supplements to it.
• The services you connect to via the App and the content we provide to you through it (Services).

as permitted in these terms.

YOUR PRIVACY

We only use any personal data we collect through your use of the App and the Services in the ways set out in our privacy policy, Available on request.

Communication between the App and Services We operate are secured by data encryption in transit and industry-standard techniques and. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

APPLE APP STORE / GOOGLE PLAY STORE (APP STORE) TERMS ALSO APPLY

The ways in which you can use the App may also be controlled by the Apple App Store, or Google Play Store rules and policies. The App Store’s rules and policies will apply instead of these terms where there are differences between the two.

OPERATING SYSTEM REQUIREMENTS

The App requires a smartphone running iOS version 11 or later, or Android version 5 or later. The App requires internet access. To access location-based services such as filling station information, the App requires access to your location information.

The Services require a computer or mobile device with a recent web browser (including Microsoft Edge, Google Chrome, Safari, Firefox) with JavaScript enabled.

SUPPORT FOR THE APP AND HOW TO TELL US ABOUT PROBLEMS

Support. If you want to learn more about the App or the Services or have any problems using them, please take a look at our support resources at https://mycoco.io.

Contacting us (including with complaints). If you think the App or the Services are faulty or misdescribed or wish to contact us for any other reason, please email our customer service team at support@mycoco.io

How we will communicate with you. If we have to contact you, we will do so by email, by SMS or by pre-paid post, using the contact details you have provided to us.

HOW YOU MAY USE THE APP, INCLUDING HOW MANY DEVICES YOU MAY USE IT ON

In return for your agreeing to comply with these terms you may:

• download or stream a copy of the App onto one or more smartphones, handheld devices or tablets, or computers which you own or have been provided for your use, and view, use and display the App and the Services on such devices for your personal purposes only.
• receive and use any free supplementary software code or update of the App incorporating "patches" and corrections of errors as we may provide to you either directly or through the App Stores.

YOU MUST BE 18 TO ACCEPT THESE TERMS AND USE THE APP

You must be 18 or over to accept these terms and use the App.

YOU MAY NOT TRANSFER THE APP TO SOMEONE ELSE

We are giving you personally the right to use the App and the Services as set out. You may not otherwise transfer the App or the Services to someone else, whether for money, for anything else or for free. If you sell any device on which the App is installed, you must remove the App from it.

CHANGES TO THESE TERMS

We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.

We will make all reasonable efforts to give you at least 30 days’ notice of any change by sending you an email, SMS, or push message with details of the change or notifying you of a change when you next start the App.

If you do not accept the notified changes you may continue to use the App and the Services in accordance with the existing terms, but certain new features may not be available to you. You must accept the notified changes when you install and use an updated version of the App from the App Stores.

UPDATE TO THE APP AND CHANGES TO THE SERVICES

From time to time we may automatically update the App and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the App for these reasons.

If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services. We may require you to update to the most recent version of the App and Services in order to provide you with customer support.

IF SOMEONE ELSE OWNS THE PHONE OR DEVICE YOU ARE USING

If you download or stream the App onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or other device.

WE MAY COLLECT TECHNICAL DATA ABOUT YOUR DEVICE

By using the App or any of the Services, you agree to us collecting and using technical information about the devices you use the App on and related software, hardware and peripherals to maintain and improve our products and to provide any Services to you.

WE MAY COLLECT METRICS ABOUT YOUR USE OF THE APP AND SERVICES

By using the App or any of the Services, you agree to us collecting and using technical information about your usage and interaction with the App and Services to maintain and improve our products and to provide any Services to you.

WE MAY COLLECT LOCATION DATA (BUT YOU CAN TURN LOCATION SERVICES OFF)

Certain Services will make use of location data sent from your devices. You can turn off this functionality at any time by turning off the location services settings for the App on the device. If you use these Services, you consent to us and our affiliates' and licensees' transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based and road traffic-based products and services.

You may stop us collecting such data at any time by turning off the location services settings, but some features of the App or Services may be unavailable or degraded.

WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO

The App or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

LICENCE RESTRICTIONS

You agree that you will:

• not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from us.
• not copy the App or Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security.
• not translate, merge, adapt, vary, alter or modify, the whole or any part of the App or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these terms.
• not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
• is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
• is not used to create any software that is substantially similar in its expression to the App.
• is kept secure; and
• is used only for the Permitted Objective.
• comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.

ACCEPTABLE USE RESTRICTIONS

You must:

• not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any Service or any operating system.
• not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms);
• not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service.
• not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
• not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in the App and the Services throughout the world belong to us (or our licensors) and the rights in the App and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the App or the Services other than the right to use them in accordance with these terms.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

We are not liable for business losses. The App is for domestic and private use. If you use the App for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

Limitations to the App and the Services. The App and the Services are provided for general information and entertainment purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the App or the Service. Although we make reasonable efforts to update the information provided by the App and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

Please back-up content and data used with the App. We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App or the Service.

Check that the App and the Services are suitable for you. The App and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the App and the Services (as described on the app store site) meet your requirements.

We are not responsible for events outside our control. If our provision of the Services or support for the App or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.

WE MAY END YOUR RIGHTS TO USE THE APP AND THE SERVICES IF YOU BREAK THESE TERMS

We may end your rights to use the App and Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

If we end your rights to use the App and Services:

• You must stop all activities authorised by these terms, including your use of the App and any Services.
• You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.
• We may remotely access your devices and remove the App from them and cease providing you with access to the Services.

WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

YOU NEED OUR CONSENT TO TRANSFER YOUR RIGHTS TO SOMEONE ELSE

You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

NO RIGHTS FOR THIRD PARTIES

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

IF A COURT FINDS PART OF THIS CONTRACT ILLEGAL, THE REST WILL CONTINUE IN FORCE

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

EVEN IF WE DELAY IN ENFORCING THIS CONTRACT, WE CAN STILL ENFORCE IT LATER

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

WHICH LAWS APPLY TO THIS CONTRACT AND WHERE YOU MAY BRING LEGAL PROCEEDINGS

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.