Work with us to solve the climate crisis.
Our standard terms and conditions are as follows:
The following definitions and rules of interpretation in this clause apply in this agreement.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges for the Services set out in Annex 4.
Commencement Date: the date of this agreement.
Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.
Deliverables: all documents, products and materials developed by the Supplier or its agents, sub-contractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications.
Delivery: completion of delivery of Products specified in an Order in accordance with clause 3.3 of the main agreement above.
Delivery Date: the date for delivery of Products specified in an Order.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world;
Order: an order for Products and/or Services submitted by the Customer.
Order Number: the reference number to be applied to an Order by the Supplier in accordance with clause 2.3.
Products: the products set out in Annex 2 and, where the context requires, the Products ordered by and supplied to the Customer.
Product Prices: the prices of the Products as determined in accordance with clause 6.1 and Product Price means the price of an individual Product as determined in accordance with that clause.
Services: the services set out in Annex 3.
Specification: the specification of the Products as published by the Supplier or agreed in writing with the Customer.
Term: the term of the agreement, as determined in accordance with clause 7 of the main body of this agreement, above.
VAT: value added tax chargeable in the UK.
Clause, Annex and paragraph headings shall not affect the interpretation of this agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Acceptance and defective products
The Customer shall not be deemed to have accepted any Products until it has had a reasonable time to inspect them following Delivery, or, in the case of a hidden or non-obvious defect in the Products, until a reasonable time after that latent defect has become apparent. If any Products delivered to the Customer do not comply with clause 3.1 of the main agreement above, or are otherwise not in conformity with the terms of this agreement, then, without limiting any other right or remedy that the Customer may have, the Customer may reject those Products and:
require the Supplier to replace the rejected Products at the Supplier’s risk and expense within 20 Business Days of being requested to do so; or
require the Supplier to credit the price of the rejected Products in full; and
claim damages for any other costs, expenses or losses resulting from the Supplier's delivery of Products that do not conform with the terms of this agreement.
The Customer's rights and remedies under this clause 2 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this agreement by the Sale of Goods Act 1979 (https://www.legislation.gov.uk/ukpga/1979/54).
The terms of this agreement shall apply to any replacement Products supplied by the Supplier.
Title and risk
The risk in Products delivered to the Customer shall pass to the Customer on Delivery.
Title to Products delivered to the Customer shall pass to the Customer on Delivery.
Terms of payment
The Supplier shall be entitled to invoice the Customer for each Order on or at any time after Delivery. Each invoice shall quote the relevant Order Numbers.
The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer monthly at the intervals specified in Annex 4.
The Customer shall pay invoices in full within 14 days of receipt. Payment shall be made to the bank account nominated in writing by the Supplier.
If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then, without limiting the Supplier's remedies under clause 7 (Termination):
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 the Supplier may suspend all Services and any delivery of Products until payment has been made in full.
In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from the date the dispute is resolved until payment.
The Supplier and its licensors shall retain ownership of all Supplier IPRs
The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a non-exclusive, royalty-free licence to use the Supplier IPRs for the purpose of receiving and using the Services and the Deliverables in the Customer's business during the term of this agreement.
Except as provided for in this clause 5, neither party shall reproduce or use any trade mark or intellectual property of the other, without the other’s express written consent.
All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to the Supplier; the Customer shall have a royalty-free, perpetual licence to use those rights as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.
Any data that is collected in the course of the provision of the Services and in the Deliverables shall belong to the Supplier; the Customer shall have a royalty-free, perpetual licence to access that data as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.
The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with:
any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the supply or use of the Products; and
any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.
Nothing in this clause shall restrict or limit the Customer's general obligation at law to mitigate a loss which it may suffer or incur because of a matter that may give rise to a claim under this indemnity.
Either party may terminate this agreement by giving notice to the other party if the other party:
commits a material breach of this agreement and, if the breach is capable of being remedied, fails to remedy it within 30 days after receipt of a written notice specifying the breach and requiring it to be remedied;
fails to pay any sum payable by it under this agreement within 7 days of the due date for payment;
is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986
(http://www.legislation.gov.uk/ukpga/1986/45/section/123) or otherwise becomes insolvent or suspends making payments to all or any class of its creditors or announces an intention to do so;
any distress, diligence, execution, attachment or other legal process affects the whole or a material part of its assets and is not discharged within 14 Business Days;
a receiver or similar officer is appointed over the whole or any part of its assets or it requests any person to appoint such a receiver or similar officer or any other steps are taken to enforce any security over any of its property;
any order is made, or resolution is passed, or a petition is presented, or application is made, or notice filed, or other steps are taken in any jurisdiction for:
the winding up, dissolution or liquidation of it (other than a winding‑up petition that is vexatious or frivolous and is discharged within 10 Business Days of issue
the making of an administration order against it or there is given to any person a notice (whether formal or informal) of an intention to appoint an administrator or any such appointment is made in relation to it;
any proposal is made for a voluntary arrangement or composition with its creditors;
any event analogous to any of the above takes place under another jurisdiction;
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010 - https://www.legislation.gov.uk/ukpga/2010/4/section/1124)
(being an individual) is the subject of a bankruptcy petition, application or order or dies or due to incapacity becomes unable to perform his obligations under this agreement.
Termination of this Agreement or any Statement of Works shall not affect any right or remedy which has accrued due at the time of termination.
Limitation of liability
Subject to clause 8.2:
the Supplier shall not be liable to the Customer (whether in contract, tort, breach of statutory duty or otherwise) for:
any loss of profit;
any loss of revenue, anticipated savings or goodwill, any loss of data; or
any indirect or consequential loss;
the total liability of the Supplier for damage to property caused by the negligence of the Supplier in relation to this agreement shall be limited to £1000 for any one claim or series of connected claims;
the total liability of the Supplier in respect of all other loss or damage under or in relation to this agreement (whether in contract, tort, breach of statutory duty or otherwise) shall be limited to £1000.
Nothing in this agreement shall operate to exclude or limit the liability of the Supplier for death or injury caused by its negligence or for fraud.
The Supplier will not be in breach of this agreement nor liable for delay in performing, or failure to perform, any obligation under this agreement if such delay or failure results from a cause beyond its reasonable control. If the period of delay or non-performance continues for 6 months, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.
The Supplier shall:
comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
maintain during the period of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010 (https://www.legislation.gov.uk/ukpga/2010/23/contents), to ensure compliance with this clause 10, and will enforce them where appropriate; promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this agreement;
the Supplier shall provide such evidence of compliance as the Customer may reasonably request.
The Supplier shall ensure that anyone involved with it in performing services or providing goods in relation to this agreement is subject to a written agreement which imposes on them substantially the same terms as those imposed on the Supplier in this clause 10. The Supplier shall be responsible for the compliance by such persons with such terms, and shall be directly liable to the Customer for any breach by such persons of any of them.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or connected with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or connected with this agreement.
Any notice given to a party under or connected with this agreement shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working 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 the address in set out below (or such other address as notified in writing by that party to the other): (i) firstname.lastname@example.org.
Any notice shall be deemed to have been received:
if delivered by hand at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
if sent by e-mail, at 9.00 am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Assignment and Sub-Contracting
The Supplier shall without the prior written consent of the Customer:
assign, charge or deal in any other manner with; or
sub-contract any, or all, of its rights or obligation under this agreement.
This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation 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.
If any part of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant part shall be deemed deleted. Any modification to or deletion of such part under this clause shall not affect the validity and enforceability of the rest of this agreement.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
waive that or any other right or remedy.
prevent or restrict the further exercise of that or any other right or remedy.
No variation of this agreement shall be effective unless it is in writing and signed by the parties.
Third party rights
This agreement does not give rise to any rights under the Contracts (Third Party Rights) Act 1999 to enforce any of its terms. Announcements
Save as required by law, neither party shall make or permit any public announcement relating to this agreement or its terms without the prior written consent of the other party (which will not be unreasonably withheld or delayed).
The Customer may link to the Supplier homepage, provided it does so in a way that is fair and legal and does not damage the reputation or take advantage of it, or suggest any form of false association, approval or endorsement by the Supplier.
The Supplier may disable all or any social media features and any links at any time without notice at the suppliers discretion.
Law and jurisdiction
This agreement is governed by the laws of England and Wales.
If a dispute or claim arises out of, or connected with, this agreement, the parties will use their reasonable endeavours to resolve it within 7 days. If it is not resolved within 7 days, it will be referred to the managing directors (or persons of their equivalent title) of each party, who will use their reasonable endeavours to resolve it within a further 7 days.
The parties agree to submit to the jurisdiction of the courts of England and Wales in relation to any dispute or claim arising out of or connected with this agreement.
1. The Client shall not at any time during the term of this Agreement or for a period of 6 months following its expiry or termination employ or solicit for employment or engage on any basis any member of the Company’s personnel (whether employed or engaged on some other basis by the Company).
2. The Client acknowledges the cost to the Company of losing and replacing any such person and the Client agrees that if it breaches the provisions of clause 4.3, the Client shall pay to the Company by way of liquidated damages a sum equal to the greater of (i) £50,000; and (ii) an amount equal to the person’s aggregate annual gross remuneration package.
Ecollective is using its client’s contact details only for the generation and / or acquisition of Verified Emission Reductions (VERs) under the Verified Carbon Standard or the Gold Standard (VCUs or GS VERs). The verification of VCUs and GS VERs is carried out by independent UN accredited auditors, such as TUV, SGS and DNV. The generated and / or acquired emission rights will be retired by Ecollective through an independent registry (such as Markit or APX) and thus will be withdrawn permanently and irrevocably in the market for emission rights.
Upon receipt of remuneration undertaken to Ecollective for the desired VERs by the customer to purchase set above and to close down, so that they are permanently withdrawn from the market. The VCUs and GS VERs are taken from a project portfolio defined by Ecollective.
The customer will receive a non-transferable certificate, sent by email, to confirm that the emissions will be compensated. The certificate does not imply carbon neutrality or anything other than the retirement of the specified number of VERs. The customer will not receive title to the VERs achieved by any emission reduction projects. The formal retirement of the VERs purchased shall be carried out by Ecollective in the calendar year following the year in which the VER purchase is made by the customer. The customer acknowledges that Ecollective will retire the VERs purchased together with the VERs purchased by other customers and hence the VERs purchased by the customer shall not be retired individually and no individual formal retirement certificate will be provided by Ecollective. Should the customer require an individual formal retirement certificate the customer should contact Ecollective prior to making any purchase as such requirement may result in an additional charge.
1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
2 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.
3. The Supplier shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under this agreement:
3.1 process that personal data only for the purposes of this agreement or on the Client’s written instructions;
3.2 ensure that it has in place appropriate technical and organisational measures, 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 and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;
3.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
3.4 not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
4.1 the Supplier has provided appropriate safeguards in relation to the transfer;
4.2 the data subject has enforceable rights and effective legal remedies;
4.3 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
4.4 the Supplier complies with the Customers reasonable instructions notified to it in advance with respect to the processing of the Personal Data;
5 assist the Customer 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;
6 notify the Customer without undue delay on becoming aware of a personal data breach;
AMENDMENTS TO TERMS & CONDITIONS
Ecollective reserves the right to update and/or alter these terms and conditions at any time, and shall post the amended terms and conditions on the Ecollective website. Any such amendment shall take effect immediately upon being posted to the website or immediately upon notice to you in writing by email or mail. You are deemed to have accepted any amendments to these terms on the date they are posted to our website or when we provide notice to you in writing by email or mail. Your continued use of the services constitutes acceptance of any amendments that we make to these Terms. The latest terms can be sent upon their written request via email to email@example.com. All customers shall be deemed to have accepted any amendments to these terms and conditions on the date that is 7 days after their posting on the Ecollective website.
The Supplier and the Customer are each independent contractors and nothing contained in this Agreement shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.
The Supplier shall have no authority to incur any liability or expense on behalf of the Customer or to make any promise, representation or commitment that might be binding on the Customer without the prior written consent of the Customer.
Disclosure for CO2 calculations
Ecollective’s emissions calculations are based on best available information and are used to determine an appropriate amount of CO2 for carbon offset purposes.
The calculations are subject to regular annual review to reflect reasonable practice at the time. If this information changes, Ecollective holds no liability to offset any further emissions from previous transactions.
Ecollective offsets emissions based solely upon figures provided by the customer and is not responsible for the offset of any CO2 emitted from products, services or processes outside the scope of those agreed or as a result of errors in your reporting or calculations. Whilst every effort has been made to ensure the accuracy of data presented, Ecollective makes no representation or warranty express or implied, as to the completeness, accuracy, adequacy, quality or fitness of the information for any particular purpose or use and all such representations or warranties are expressly excluded to the fullest extent that such representations.