NeutralCarbonZone Ltd

1. Introduction:

NCZ has expertise in providing organisational carbon footprinting and organisational emissions analysis (based on ISO 14064 / GHG Emissions Protocol Standards).

The Customer wishes to engage NCZ to perform Services as set out within a signed Proposal.

Both parties agree that the Services set out within the Proposal will be subject to these terms and conditions.  In the event of a conflict between the Proposal and these terms, these terms will take precedence.

2. Definitions and Interpretation

In this Agreement, unless the context otherwise requires:

“Customer” means the Customer as named within the Proposal.

“Commencement Date” means the date set out within the Proposal. 

“Confidential Information” means information in respect of an individual or Customer relating to: (i) its business methods, plans, systems, finances or projects; (ii) its trade secrets; or; (iii) the provision of products or services of the individual or Customer to which it attaches confidentiality or in respect of which it holds an obligation to a third party.

“Fees”  means, the amount to be paid by the Customer to NCZ as set out within the Proposal, including subsequent Stages, as amended from time to time in accordance with this Agreement.

“Intellectual Property” means any patent, registered or unregistered trademark or service mark, copyright, registered design or mark, any application for any of the foregoing, any right in respect of technical or commercial information and any other form of protection.

“NCZ”  means NeutralCarbonZone Ltd, a company registered in England under Company Registration Number 14014572.

“Proposal” means a Proposal document submitted by NCZ and signed by the Customer.  Additional Stages may be added to a Proposal as agreed by NCZ and the Customer.  All Services, including those agreed at subsequent Stages will be subject to the terms of this Agreement.

“Services” means the Services set out within the Proposal document, and any subsequent Stage documents, issued by NCZ and signed by the Customer.

“Stage/Stages” means the levels of certification offered by NCZ: Bronze, Silver, Gold and Platinum.  Each Stage offering will be underpinned by documentation agreed between NCZ and the Customer.  Once the Stage documentation is signed it will automatically form part of the Proposal.

“Working Day” means a day (not being a Saturday, Sunday or public holiday).

The headings in this Agreement are for convenience only and shall not affect its interpretation.

3. Appointment of NCZ and Duration

3.1       The Customer appoints NCZ to provide the Services with effect from the Commencement Date until completion or until this Agreement is terminated in accordance with Clause 10 below.

3.2       The Agreement will automatically continue for successive 12 month periods unless terminated by either party serving at least 90 days’ prior written notice.

3.3       For the avoidance of doubt, if the Customer moves to a Gold or Platinum process, after having originally signed up to the Bronze process, the Commencement Date will be reset to the date of the latter Proposal.  An upgrade to the Silver process will not affect the original Commencement Date.

4. Obligations of NCZ

4.1       Throughout the period of the Agreement NCZ shall:

4.1.1    provide the Services to the Customer;

4.1.2    use all reasonable endeavours to ensure that the Services are provided with the care, skill and diligence required in accordance with good practice in NCZ’s industry, profession or trade;

4.1.3    not do or omit to do any act, the doing of which or the omission of which would or might cause a breach of this Agreement;

4.1.4    comply with the reasonable [written] instructions of the Customer, which may be given from time to time.

4.2       When calculating emission figures, NCZ will use the most up-to-date measurements released by government(s), official sources, or regulators.  The selection of the data source shall be determined solely by NCZ.

5. Obligations of the Customer

5.1       Throughout the period of the Agreement the Customer shall:

5.1.1    use all reasonable endeavours to provide, in a timely manner, all pertinent information to NCZ that is necessary for NCZ to provide the Services.  NCZ cannot be held accountable for non-delivery (or late delivery) if pertinent information is not supplied when requested.

5.1.2    follow NCZ’s advice in relation to the activities which are to be included within the footprinting analysis. 

5.1.3    provide NCZ with any decision, approval, licence, consent or any other communication required that is necessary to continue with the provision of the Services or any part thereof at any time.

5.1.4    provide NCZ with any consents, licences or other permissions that are needed from any third parties (it shall be the Customer’s responsibility to obtain the same).

5.2       Any delay in the provision of the Services resulting from the Customer’s failure or delay in complying with any of the provisions of this Clause 5 shall not be the responsibility or fault of NCZ.

5.3       In the event that data is not supplied in accordance with the scope and timescales requested by NCZ, both parties agree that it may be necessary to use industry benchmarks in order to produce a report.  Such benchmarks may not accurately reflect the Customer’s operations and therefore any report produced in such circumstances carries the risk being non-ISO compliant.

6. Liability and Indemnity

6.1       Both parties warrant that they will not knowingly infringe any third party intellectual property rights, or intentionally make any misrepresentation, in the information and claims that are made to the other during the delivery of the Services.

6.2       Excluding liability for death or injury, the total amount of damages payable under this Agreement shall be capped at 100% of the annual cost of the Services.

7. Fees and Expenses

7.1       During the period of this Agreement the Customer shall pay to NCZ:

7.1.1    the Fees (including any applicable value added tax) as they fall due; and

7.1.2    such additional amounts (if any) as are from time to time to be agreed between NCZ and the Customer, having regard to any services provided by NCZ in addition to the Services (included enhanced support with regards to data gathering). These additional amounts shall fall due within a reasonable time, to be agreed between NCZ and the Customer from time to time.

7.2       The Customer shall reimburse NCZ all agreed expenses properly incurred in the provision of the Services.

7.3       NCZ shall submit to the Customer invoices and receipts for:

7.3.1    the Fees and any additional amounts payable; and

7.3.2    any agreed expenses incurred.

7.4       On each anniversary of the Services, NCZ shall be entitled to increase Fees by an amount equivalent to the prevailing Retail Price Index rate in the UK, or by 4%, whichever figure is the higher.

8. Late Payment

8.1       If the Customer fails to make any payment due to NCZ by the date it falls due, without prejudice to any other right or remedy available to NCZ, NCZ shall be entitled to:

8.1.1    terminate this Agreement by giving written notice to the Customer provided that the Customer fails to make the due payment within five (5) Working Days’ after receiving written notice giving full particulars of the payment due and requiring such payment to be made within five (5) Working Days’ (unless otherwise agreed in writing by NCZ);

8.1.2    appropriate any payment made by the Customer to such of the Services (or services supplied under any other agreement between the Customer and NCZ) as NCZ may think fit (notwithstanding any purported apportionment by the Customer); and

8.1.3    charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per annum above Bank of England base rate from time to time until payment in full is made.

9. Intellectual Property

The parties agree that the Services encompass Intellectual Property of NCZ. Use or disclosure of this Intellectual Property could harm the commercial interests of NCZ. Whilst the Customer is free to use any information contained within the Services for the reasons set out within the Proposal, the parties agree that the Customer will not disclose details relating to NCZ (wholly or in part) without the written consent of NCZ.

10. Termination

10.1     The Customer may terminate this Agreement with immediate effect by giving written notice to NCZ if NCZ:

10.1.1  commits any breach of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 21 days’ of receiving written notice giving full particulars of the breach and requiring the same to be remedied; or

10.1.2  becomes permanently incapable of providing the Services; or

10.1.3  goes into liquidation or receivership, has a receiver appointed over a significant part of its assets or takes or suffers any similar action as a result of debt.

10.2     NCZ may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer:

10.2.1  commits any breach of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 21 days’ of receiving written notice giving full particulars of the breach and requiring the same to be remedied; or

10.2.2  goes into liquidation or receivership, has a receiver appointed over a significant part of its assets or takes or suffers any similar action as a result of debt.

10.3     For the purposes of Paragraphs 10.1 and 10.2, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance.

10.4     The right to terminate this Agreement in accordance with this Clause 10 shall not prejudice any other right or remedy of either party in respect of the breach concerned or any other breach.

10.5     For the avoidance of doubt, either party has the right to terminate this Agreement at any time, for any reason, by giving 90 days’ written notice to the other party.

11. Effects of Termination

11.1     Upon the termination of this Agreement by the Customer for any reason:

11.1.1 any sum owing to NCZ under any provisions of this Agreement shall become immediately payable; and

11.1.2  NCZ shall be entitled to:

• All agreed expenses incurred in delivery of the Services.
• the full fee for the Services, including any automatic rollover period.

11.2     Upon termination of this Agreement by NCZ for any reason the Customer shall be entitled to receive the output of all Services that have been fully completed at the date of termination. 

11.3     Upon termination of this Agreement for any reason:

11.3.1 each party shall forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith destroy or return to the other party any documents and copies in its possession or control which contain or record any Confidential Information;

11.3.2  any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and

11.3.3  except in respect of accrued rights, neither party shall be under any further obligation to the other.

11.4     For the avoidance of doubt, a termination of this Agreement also leads to a termination of any associated Proposal.

12. Force Majeure

No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

13. Confidentiality & GDPR

13.1     Each party to the Agreement shall at all times keep confidential (and take reasonable steps to procure that its workers, employees and agents shall keep confidential) and shall not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any Confidential Information.

13.2     Data will be managed in line with the General Data Protection Regulations (GDPR) and the Data Protection Act 2018. 

14. Relationship of Parties

14.1     Nothing in this Agreement shall render NCZ an employee, agent or partner of the Customer and NCZ shall not hold themselves out as such.

14.2     The Customer agrees that NCZ may retain the Customer’s details, including contact information, for marketing purposes and promotional activity.

14.3     Both parties shall be free to publicise the Services provided, and any output thereof, subject to the provisions of Clause’s 9 and 13 above.

15. No Waiver

No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

16. Severance

If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

17. Entire Agreement

17.1     This Agreement, together with the Proposal, contains the entire agreement between the parties and supersedes and replaces all previous agreements and understandings between the parties. 

17.2     Each party acknowledges that, in entering into this Agreement, it is not relying on any representation, warranty, pre-contractual statement or other provision except as expressly provided in this Agreement.

17.3     Without limiting the generality of the foregoing, neither party shall have any remedy in respect of any untrue statement made to him upon which he may have relied in entering into the Agreement, and a party’s only remedy is for breach of contract. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act.

18. Notices and Services

18.1     All notices to be given under this Agreement by either party to the other shall be in writing.

18.2     All notices to be given under Sub-clause 18.1 shall be delivered to the registered or principal office of the other party or to such other address as may be notified to either party by the other party in writing from time to time. 

19. Applicable Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.