Terms of Service

Effective date: 1 February 2021

Welcome to Climate Benchmark

Thanks for using our Services. By using our Services, you are agreeing to these Terms of Service. Please read them carefully.

These Terms of Service, unless otherwise expressly agreed between the Supplier and the Customer in writing, shall be deemed incorporated into any contract between a Customer and the Supplier for the provision of the Services. The Supplier has agreed to provide, and the Customer has agreed to use and pay for the Services on and subject to these Terms of Service.

1. Interpretation

  1. The definitions and rules of interpretation in this clause apply in these Terms of Service.
  2. Analytics: the results and data extracted by the Customer using the Services.

    Authorised User(s): those employees and agents of the Customer who are authorized by the Customer to use the Services and the Documentation, whose names shall be recorded by the Customer pursuant to Clause 2.2.4, or, where the Customer is an individual, the Customer.

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

    Confidential Information: information that is proprietary or confidential or clearly labelled as such is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause 10.7.

    Contract: the contract between the Customer and the Supplier for the provision of the Service as set out in the Order Form and incorporating these Terms of Service.

    Customer: the person purchasing the User Subscription(s) for use of the Services as set out in the Order Form.

    Customer Data: the data inputted by the Customer (or the Supplier on the Customer's behalf) for the purpose of using the Services or facilitating the Customer's use of the Services.

    Documentation: the document(s) made available to the Customer by the Supplier online via support.climatebenchmark.com or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

    Effective Date: the effective date of electronic submission of the Order Form by the Customer.

    Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade 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 preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.

    Minimum Term: 12 months.

    Order Form: means the electronic order form(s) made available to the Customer by the Supplier online via climatebenchmark.com or such other web address notified by the Supplier to the Customer from time to time which sets out a means of subscribing to the Services by requesting the Supplier to open an account in the name of the Customer and which incorporates these Terms and Conditions.

    Permitted Use: use of the Analytics (and the Services) exclusively in connection with the Customer’s ordinary course of business (as carried on at the Effective Date.

    Services: the services provided by the Supplier to the Customer under these Terms of Service via climatebenchmark.com or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.

    Software: the online software applications provided by the Supplier as part of the Services.

    Subscription Fees: the subscription fees payable by the Customer to the Supplier as set out in the Subscription Portal.

    Subscription Portal: the online software applications provided by the Supplier for the Customer to manage their User Subscription.

    Subscription Term: has the meaning set out in clause 12.1.

    Supplier: Four Vector Technologies Ltd (trading as 'Climate Benchmark').

    Trial Term: two calendar weeks.

    User Subscriptions: the user subscription(s) purchased by the Customer pursuant to these Terms of Service which each entitle one individual Authorised User to access and use the Services and the Documentation in accordance with these Terms of Service.

    Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

  3. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms of Service.
  4. A person includes an individual, corporate, or unincorporated body (whether having separate legal personality or not).
  5. A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
  6. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
  7. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms of Service.
  8. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms of Service.
  9. A reference to a statute or statutory provision shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.
  10. A reference to writing or written includes e-mail.
  11. References to clauses and schedules are to the clauses and schedules of these Terms of Service; references to paragraphs are to paragraphs of the relevant schedule to these Terms of Service.

2. User Subscriptions

  1. Subject to the Customer paying the Subscription Fees, in accordance with clause 5, and complying with the restrictions set out in this clause 2, and the other terms and conditions of these Terms of Service, the Supplier hereby grants to the Customer, acting by its Authorised Users only, a non-exclusive, non-assignable, non-transferable right, and without the right to grant sub-licences, to use the Services and the Documentation during the Subscription Term solely for the Customer's benefit.
  2. The Customer undertakes that (and shall ensure that each of its Authorised Users shall comply with):
    1. the maximum number of Authorised Users that are authorized to access and use the Services (and the Documentation) shall not exceed the maximum number of User Subscriptions it has purchased from time to time;
    2. it will not allow or suffer any User Subscription to be used by more than one Authorised User unless it has been reassigned in its entirety to another Authorised User, and the Supplier is given notice in writing of the same;
    3. each Authorised User shall keep a secure password for her use of the Services and Documentation, and that each Authorised User shall keep her password confidential;
    4. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times;
    5. it shall permit the Supplier to audit the use of the Services to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
    6. if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Supplier may promptly disable such passwords and the Supplier may not issue any new passwords to any such individual; and
    7. if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment within 10 Business Days of demand.
  3. The Customer shall not (and shall procure that its Customer Representatives do not) access, store, distribute or transmit any Viruses, or any material during its use of the Services that:
    1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    2. facilitates illegal activity;
    3. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    4. is otherwise illegal or causes damage or injury to any person or property;
    and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, the Supplier may promptly disable the Customer’s access to the Services.

  4. Subject to clause 2.5, the Customer shall not (and shall procure that its Customer Representatives do not):
    1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted hereunder:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, transmit, or distribute all or any portion of the Software, Documentation, or the Analytics, or
      2. attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software, Documentation, or the Analytics.

    2. access all or any part of the Services and/or Documentation and/or Analytics to obtain Intellectual Property Rights and/or other knowhow to build a product or service which competes, or could compete, with the Services; or
    3. use the Services and/or Documentation and/or Analytics to provide services to third parties equivalent or akin to the Services; or
    4. subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, publish (including on any website), disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation and/or Analytics available to any third party except the Authorised Users, or
    5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation and/or Analytics, other than as provided under this clause 2.
  5. Notwithstanding clauses 2.4 and 5.1.3, the Customer is permitted to use the Software to produce Analytics which may be used:
    1. in raw data format (such as CSV or JSON) for internal business purposes provided that the source of the information is referenced as ‘Source: Climate Benchmark’ ;
    2. in visual formats (such as PNG and PDF) for internal and external business purposes provided that the source of the information is referenced as ‘Source: Climate Benchmark’ ; and
    3. as part of a report, presentation or other disclosure prepared by the Customer for external use so long as the Analytics form only a part (and not the whole or substantially the whole).
  6. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and/or Analytics and, in the event of any such unauthorised access or use, it will promptly notify the Supplier.
  7. The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Services

  1. The Supplier shall, during the Subscription Term, provide access to the Services and make available the Documentation to the Customer in accordance with and subject to the Order Form and these Terms of Service.
  2. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
    1. planned maintenance carried out during the maintenance window of 10.00 pm to 4.00 am UK time; and
    2. unscheduled emergency maintenance, repairs, and alterations.

4. Customer Data

  1. The Customer shall own all right, title and interest in and to all the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.
  2. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with its back-up or other such procedures. The Supplier shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
  3. The Supplier shall, in providing the Services, use reasonable endeavours to protect the privacy and security of the Customer Data as set out in the Privacy Policy
  4. If the Supplier processes any personal data on the Customer's behalf when performing its obligations hereunder both parties shall comply with their obligations under the EU General Data Protection Regulation 2016/679 ("GDPR"), the Data Protection Act 2018 and any other legislation in force in the UK or EU member states from time to time which implements GDPR when providing the Service.
  5. The Customer grants the Supplier unlimited, unrestricted and royalty free rights in perpetuity to use the Customer Data.

5. Analytics

  1. The Customer acknowledges that:
    1. all Intellectual Property Rights in the Analytics are and will remain the property of the Supplier or its licensors, as the case may be; and
    2. it shall have no rights in or to the Analytics other than a non-exclusive, non-assignable, non-transferable license, and without the right to grant sub-licenses, to use it in accordance with these Terms of Service; and
    3. subject to clause 2.5, the Customer’s use of the Analytics: (i) shall be limited to the Permitted Use; and (ii) shall not include any distribution, re-selling, on-selling, sub-licencing (to third parties) or other activities which compete, or could compete, with the Services or any other services offered by the Supplier from time to time.
  2. Whilst the Supplier endeavours to ensure the accuracy of the Services, the Analytics is provided for general information only and should not be relied on or used as the sole basis for making significant decisions. Any reliance upon the Analytics shall be at the Customers own risk. The Supplier shall not be responsible if the Analytics is not accurate, complete, or current. The Supplier shall not have any responsibility for any consequence relating directly or indirectly to any action or inaction that the Customer takes based on the Analytics.
  3. The Supplier is not authorised by the Financial Conduct Authority in the United Kingdom. The Analytics is not intended to constitute any form of investment, tax, legal, or any form of financial advice; does not constitute any form of invitation, inducement, or recommendation; and shall not be relied upon by the Customer in making (or refraining from making) any specific investment or other decision.
  4. For the avoidance of doubt, the Analytics cannot be used as a “benchmark” under the Principles for Financial Benchmarks published by the International Organization Of Securities Commissions in July, 2013 or the European Union Regulation for Financial Benchmarks (Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014), including as incorporated into domestic UK law, any other similar or comparable framework, principles, guidelines, rules, regulations or laws governing the administration of, submission of data to or the management of benchmarks and indices, including for the purposes of measuring the performance of a financial instrument or determining the interest payable, or other sums due under financial contracts or financial instruments or determining their value or the price at which they be bought, sold, traded or redeemed.

6. Supplier's Obligations

  1. The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
  2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, the Supplier:
    1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the Analytics obtained by the Customer through the Services will meet the Customer's requirements; and
    2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
  3. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations hereunder.
  4. These Terms of Service shall not prevent the Supplier from entering into similar agreements with third parties, or from developing, using, selling, or licensing products and/or services which are similar to those provided hereunder.

7. Customer's Obligations

  1. The Customer agrees and undertakes to:
    1. provide the Supplier with:
      1. all necessary co-operation in relation to these Terms of Service; and
      2. all necessary access to such information as may be reasonably requested by the Supplier;
      to provide the Services, including but not limited to Customer Data, security access information and configuration services;

    2. comply with all applicable laws and regulations with respect to its activities hereunder;
    3. carry out all other Customer responsibilities set out in these Terms of Service in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; and
    4. ensure that its Authorised Users use the Services and the Documentation in accordance with these Terms of Service and shall indemnify the Supplier for any Authorised User's breach of these Terms of Service;
    5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations hereunder, including without limitation the Services;
    6. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
    7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

8. Charges and Payment

  1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with the Order Form, Subscription Portal, and this clause 8.
  2. The Customer shall provide the Supplier with a valid credit card, direct debit scheme or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date, and complete contact and billing details and, if the Customer provides:
    1. credit card or direct debit scheme details to the Supplier, the Customer hereby authorises the Supplier to debit the Subscription Fees; and
    2. it’s approved purchase order information to the Supplier, the Supplier shall invoice the Customer from the Effective Date the Subscription Fees, payable within 10 Business Days.
  3. If the Supplier has not received payment within 10 business days after the due date, and without prejudice to any other rights and remedies of the Supplier:
    1. the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any of the Services while the invoice(s) concerned remain unpaid; and
    2. interest shall accrue daily on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
  4. All amounts and fees stated or referred to in these Terms of Service and the Order Form and Subscription Portal (including but not limited to the Subscription Fees):
    1. shall be payable in pounds sterling;
    2. are, subject to clause 11.3.2, non-cancellable and non-refundable; and
    3. are exclusive of value added tax, which shall be added to the Supplier's invoice(s) and charged at the appropriate rate.

9. Proprietary Rights

  1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, these Terms of Service do not grant the Customer any rights to, under or in, any Intellectual Property Rights in respect of the Services or the Documentation.
  2. The Customer agrees that any use by it of any Analytics in raw data format for internal business purposes, or in visual formats for internal and external business purposes shall cite the Supplier as ‘Source: Climate Benchmark’ ).

10. Confidentiality

  1. Each party may be given access to Confidential Information from the other party to perform its obligations hereunder. A party's Confidential Information shall not be deemed to include information that:
    1. is or becomes publicly known other than through any act or omission of the receiving party;
    2. was in the other party's lawful possession before the disclosure;
    3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    4. is independently developed by the receiving party, which independent development can be shown by written evidence.
  2. Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of the Contract.
  3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its representatives in violation of these Terms of Service.
  4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
  5. Neither party shall be responsible for any loss, destruction, alteration, or disclosure of Confidential Information caused by any third party.
  6. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
  7. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
  8. The parties acknowledge that damages may be an insufficient remedy for breach of the undertakings set out in this clause 10 and that in addition, without prejudice to all other remedies available to the disclosing party, the disclosing party shall be entitled to specific performance, injunction or other equitable relief as a remedy for such breach.
  9. The above provisions of this clause 10 shall survive termination of the Contract, however arising.
  10. The Supplier may announce on its website that it has entered into an agreement to provide services to the Customer and include a graphical representation of the Customer’s logo along with such announcement.

11. Limitation of Liability

  1. Except as expressly and specifically provided herein:
    1. the Customer assumes sole responsibility for its use of Analytics obtained from the use of the Services and the Documentation, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
    2. all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Service;
    3. the Services and the Documentation are provided to the Customer on an "as is" basis; and
    4. the Supplier reserves the right to vary or discontinue the Services at any time for regulatory or other reasons, including external factors beyond the Supplier's control.
  2. Nothing in these Terms of Service excludes the liability of the Supplier:
    1. for death or personal injury caused by the Supplier's negligence; or
    2. for fraud or fraudulent misrepresentation.
  3. Subject to clause 11.1 and clause 11.2:
    1. the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising hereunder; and
    2. the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Subscription Fees received by the Supplier from the Customer over the preceding 12 months.

12. Term and Termination

  1. The Contract shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue until:
    1. if either party gives the other notice of non-renewal before the end of the Trial Term, the end of the Trial Term; or
    2. if either party gives the other notice of non-renewal at least 30 days before the end of the Minimum Term, the end of the Minimum Term; or
    3. otherwise until terminated by either party under clause 12.3,
    The “Subscription Term”.

  2. If the agreement is not terminated in accordance with clause 12.1.1 at the end of the Trial Term, or in accordance with clause 12.1.2 at the end of Minimum Term, the Minimum Term shall be automatically extended by a further 12 months and the agreement shall continue accordingly until terminated in accordance with clause 14.1.
  3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
    1. the other party fails to pay any amount due hereunder on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;
    2. the other party commits a material breach of these Terms of Service, or any term set out in the Order Form which breach is irremediable (or if such breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified in writing to do so;
    3. the other party repeatedly breaches any of the terms of these Terms of Service in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms of Service;
    4. 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
    5. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
  4. On termination of the Contract for any reason:
    1. all licences granted hereunder shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
    2. any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms of Service which existed at or before the date of termination shall not be affected or prejudiced; and
    3. clause 2.4, 5.1 (not including the licence referred to therein), 10 and 11 shall survive and the obligations contained therein shall continue.

13. Force Majeure

  1. The Supplier shall have no liability to the Customer hereunder if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

14. Waiver

  1. No failure or delay by a party to exercise any right or remedy provided hereunder or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15. Rights and Remedies

  1. Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

16. Severence

  1. If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force.
  2. If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

17. Entire Agreement

  1. These Terms of Service and the Order Form, and the documentation specifically referred to herein 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.
  2. Each party acknowledges that in entering the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms of Service or the Order Form.
  3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms of Service or the Order Form.
  4. Nothing in this clause shall limit or exclude any liability for fraud.

18. Variations

  1. The Supplier is continuously updating and changing the Services and reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Services with or without notice. The Customer agrees that the Supplier shall not be liable to it or to any third party for any modification suspension or discontinuance of the Services (or any part thereof).
  2. The Supplier reserves the right, with the Customer’s consent not to be unreasonably withheld or delayed (and delay shall in this instance mean 10 Business Day, after which the Customer shall be deemed to consent) to vary these Terms of Service by posting revised terms on its website and giving the Customer notice of the same.

19. Assignment

  1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. The Supplier shall remain responsible for the acts and/or omissions of its assignees or sub-contractors.

20. No Partnership or Agency

  1. Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21. Third Party Rights

  1. The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22. Notices

  1. Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Order Form, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as follows:
    1. the Customer’s contact email address as set out in the Order Form;
    2. the Supplier’s email address shall be support@climatebenchmark.com;
    each as may be updated from time to time by notice in writing to the other party.

  2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown on the sender’s server).

23. Governing Law

  1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

24. Jurisdiction

  1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).