Terms of Service

1. Agreement to Terms

Welcome to FairlyGreen ("we," "our," or "us"). These Terms of Service ("Terms") constitute a legally binding agreement between you and FairlyGreen regarding your use of our carbon emissions management and sustainability platform (the "Service").

By accessing or using FairlyGreen, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access or use our Service.

These Terms apply to all visitors, users, and others who access or use the Service. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

FairlyGreen is a cloud-based platform that enables organizations to:

• Track and measure carbon emissions across Scope 1, 2, and 3
• Calculate product-level carbon footprints using Life Cycle Assessment (LCA) methodologies
• Manage supply chain transparency and traceability across multiple tiers
• Generate compliance reports for regulatory frameworks (CSRD, PEF, DPP, CSDDD)
• Create Digital Product Passports (DPP) for EU compliance
• Collaborate with suppliers and team members
• Access analytics, dashboards, and reporting tools
• Integrate with existing systems via API

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

3.1 Account Creation

To use certain features of the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information to keep it accurate
• Maintain the security of your password and account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account
• Ensure you are at least 18 years old and have the legal capacity to enter into these Terms

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use a strong, unique password
• Not share your account credentials with others
• Log out of your account when using shared devices
• Enable multi-factor authentication when available

3.3 Organization Accounts

If you create an account on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. The organization will be responsible for all activities under accounts associated with it.

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Upload, transmit, or distribute any content that is illegal, harmful, threatening, abusive, or defamatory
• Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Attempt to gain unauthorized access to any portion of the Service or any other accounts, systems, or networks
• Use automated systems (bots, scrapers) to access the Service without our express written permission
• Reverse engineer, decompile, or disassemble any part of the Service
• Remove, alter, or obscure any proprietary notices or labels on the Service
• Use the Service to store or transmit viruses, malware, or other malicious code
• Exceed the usage limits of your subscription plan
• Resell, sublicense, or redistribute the Service without our prior written consent

We reserve the right to suspend or terminate your account immediately if you violate this Acceptable Use Policy.

5.1 Subscription Plans

FairlyGreen offers customized subscription plans tailored to each customer's specific needs and requirements. To set up a subscription plan, you must contact us to discuss your requirements and agree on the features, usage limits, and pricing that best suit your organization.

Each subscription plan is individually configured based on factors such as the number of facilities, users, data volume, required features, and support level. Plan features, limits, and pricing will be specified in your subscription agreement. We will notify you of any material changes to your plan.

5.2 Billing and Payment

By subscribing to a paid plan, you agree to:

• Pay all fees associated with your subscription plan
• Provide accurate billing and payment information
• Authorize us to charge your payment method for subscription fees
• Pay fees in advance for the billing period (monthly or annual)
• Understand that all fees are non-refundable except as required by law or as stated in these Terms

Payments are processed securely through Stripe. We do not store your full payment card details. By providing payment information, you authorize Stripe to process payments on our behalf.

5.3 Price Changes

We reserve the right to modify subscription prices at any time. For existing subscriptions, we will provide at least 30 days' notice of any price increases. If you do not agree to the new pricing, you may cancel your subscription before the price change takes effect.

5.4 Renewal and Cancellation

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings or by contacting us. Upon cancellation:

• Your subscription will remain active until the end of the current billing period
• You will continue to have access to the Service until the end of the paid period
• No refunds will be provided for the current billing period
• Your account may be downgraded to a free tier or deactivated after the billing period ends

5.5 Refunds

Subscription fees are generally non-refundable. However, we may provide refunds in exceptional circumstances at our sole discretion or as required by applicable law. Refund requests must be submitted within 14 days of the charge date.

6. Intellectual Property Rights

6.1 Our Rights

The Service, including all content, features, functionality, software, designs, logos, trademarks, and other materials, is owned by FairlyGreen or our licensors and is protected by copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes in accordance with these Terms. This license does not include the right to:

• Resell or commercially exploit the Service
• Copy, modify, or create derivative works of the Service
• Remove any proprietary notices or labels
• Use the Service to build a competing product

6.2 Your Content

You retain all ownership rights to the data, content, and information you upload or submit to the Service ("Your Content"). By using the Service, you grant us a worldwide, non-exclusive, royalty-free license to:

• Store, process, and display Your Content to provide the Service
• Create aggregated, anonymized data for analytics and service improvement
• Back up and maintain Your Content

You represent and warrant that you have all necessary rights to grant us this license and that Your Content does not violate any third-party rights or applicable laws.

Your use of the Service is also governed by our Privacy Policy, which explains how we collect, use, and protect your information. By using the Service, you consent to the collection and use of your information as described in the Privacy Policy.

You are responsible for:

• Ensuring you have the right to upload and process data through the Service
• Complying with applicable data protection laws when using the Service
• Obtaining necessary consents for data processing from individuals whose data you upload
• Maintaining appropriate security measures for your account

We implement industry-standard security measures to protect your data, but you acknowledge that no system is completely secure. You use the Service at your own risk.

8. Service Availability and Modifications

We strive to provide reliable service but do not guarantee that the Service will be:

• Available at all times or free from interruptions
• Error-free or completely secure
• Compatible with all devices or systems

We reserve the right to:

• Modify, suspend, or discontinue any part of the Service at any time
• Perform scheduled maintenance that may temporarily interrupt service
• Update or change features, functionality, or user interfaces
• Impose usage limits or restrictions

We will provide reasonable notice of material changes when possible, but we are not obligated to provide notice for all modifications.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FAIRLYGREEN AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Service interruptions, errors, or unavailability
• Any damages resulting from your use or inability to use the Service
• Third-party claims arising from your use of the Service

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such cases, our liability will be limited to the maximum extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless FairlyGreen and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your Content or any content you submit through the Service
• Your infringement of any third-party rights

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in defending such claims.

11. Termination

11.1 Termination by You

You may terminate your account at any time by canceling your subscription and deleting your account through your account settings or by contacting us. Upon termination, your access to the Service will cease at the end of your current billing period.

11.2 Termination by Us

We may suspend or terminate your account immediately if you:

• Violate these Terms or our Acceptable Use Policy
• Fail to pay subscription fees when due
• Engage in fraudulent, illegal, or harmful activities
• Use the Service in a manner that poses a risk to us or other users

We may also terminate or suspend your account for any reason with 30 days' notice.

11.3 Effect of Termination

Upon termination:

• Your right to access and use the Service will immediately cease
• We may delete or deactivate your account and data after a reasonable retention period
• You remain responsible for all fees incurred before termination
• Provisions that by their nature should survive termination will remain in effect

You may export your data before termination. We recommend backing up your data regularly.

12. Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12.2 Informal Resolution

Before filing a claim, you agree to contact us at contact@fairlygreen.io to attempt to resolve the dispute informally. We will work in good faith to resolve the dispute within 60 days.

12.3 Binding Arbitration

If we cannot resolve a dispute informally, you and FairlyGreen agree to resolve any disputes through binding arbitration rather than in court, except for claims that may be brought in the County Court (Small Claims Track). Arbitration will be conducted in accordance with the Arbitration Act 1996 and the rules of the London Court of International Arbitration (LCIA), or such other arbitration body as we may agree in writing.

12.4 Group Litigation Waiver

You agree that disputes will be resolved individually and not as part of a group litigation order, consolidated, or representative action, except where such waiver is not permitted by applicable law.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and FairlyGreen regarding the Service and supersede all prior agreements and understandings.

13.2 Modifications

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on this page and updating the "Last updated" date. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.

13.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remainder of the Terms will remain in full force and effect.

13.4 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

13.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

13.6 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or internet or telecommunications failures.