Emitwise

Emitwise Terms of Use

This Agreement (“Agreement“) sets forth the terms on which Emitwise Limited (Company Number: 12290905; Registered Office Address: Emitwise Ltd, 7 Harp Ln, London, EC3R 6DP) (“Emitwise“) will permit you (“Customer“) to use the Services (as defined below).

The parties agree as follows:

1. DEFINITIONS

1.1 Definitions. The following definitions apply in this Agreement:

  • Confidential Information: All confidential information disclosed by a Party to the other Party, whether orally or in writing, and whether before or after the Effective Date, which is either designated as confidential by the disclosing party at the time of disclosure or otherwise which would be understood to be confidential given the nature of the information. Confidential Information includes the fact that the Customer is using the Services, all Customer Data, and all Reports, as originally compiled by the Services. Confidential Information excludes any aggregated or anonymized information derived by Emitwise from the Reports that is irreversibly disassociated with the Customer.
  • Customer Data: All data submitted by Customer to Emitwise as a result of Customer’s use of the Services.
  • Customer Personal Data: All personal data contained in Customer Data that Emitwise processes as a processor on the instruction of the Customer.
  • Data Protection Laws: As applicable, the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK’s implementation of the GDPR into UK law by virtue of section 3 of the UK’s European Union (Withdrawal) Act 2018 (“UK GDPR”), and any other applicable data protection law as may be amended or superseded from time to time.
  • Documentation: Any user documentation, in all forms, provided to Customer by Emitwise relating to the Services.
  • Effective Date: The date of this Agreement.
  • Intellectual Property Rights: Patents, rights to inventions, copyright and neighbouring and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how), and all other intellectual property rights, whether registered or unregistered, including applications for, renewals, or extensions of such rights, in any part of the world.
  • Parties: Emitwise and Customer, each referred to respectively as a Party.
  • Privacy Policy: Emitwise privacy policy at emitwise.com/privacy which sets out how Customer’s and prospective customers’ representatives’ personal data will be processed.
  • Reports: The results and outcomes of the Customer’s use of the Services, specifically the greenhouse gas emission reports compiled by the Services on the basis of the Customer Data.
  • Services: The web-based services, made available by Emitwise at dash.emitwise.com/login, specifically the Emitwise platform that calculates company-level greenhouse gas emissions in line with the Greenhouse Gas Protocol for Scope 1, 2, and 3 emissions developed by the World Resources Institute and the World Business Council for Sustainable Development or in line with another methodology.
  • Third Party Applications: Any online applications or offline software products or services that interoperate with the Services which are not provided by Emitwise.
  • Terms: The terms “processor,” “controller,” “personal data,” “process,” and “supervisory authority” shall have the meanings given to them under Data Protection Laws.

2. ACCESS TO AND USE OF THE SERVICES

2.1 Use of the Services. Subject to the terms and conditions of this Agreement, Emitwise grants to Customer a worldwide, non-exclusive, non-transferable (except as permitted by this Agreement) licence, without the right to grant sub-licence, for the Term of this Agreement, to use the Services and the Documentation solely in connection with Customer’s internal business operations. Customer’s right to use the Services is subject to and contingent upon Customer’s compliance with this Agreement, and Emitwise reserves all rights not expressly granted herein.

2.2 Technical Support Services. Emitwise may provide Customer with reasonable technical support.

2.3 Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorise third parties to:

  • copy, modify, transmit, distribute, frame, mirror, or attempt to reverse engineer, disassemble, reverse compile, or otherwise reduce to human-readable form all or any part of the Services and/or Documentation (as applicable), in any form or by any means;
  • rent, lease, sell, transfer, distribute, exploit, or otherwise permit third parties to use the Services or Documentation without Emitwise’s written consent;
  • use the Services or Documentation to provide services to third parties without Emitwise’s written consent;
  • use the Services or the Reports in any way that purports or suggests that there is any affiliation between the Parties;
  • use the Services to store or transmit any infringing, obscene, defamatory, or otherwise unlawful or tortious material, or any material that violates a third party’s privacy rights; or
  • interfere with, damage, or disrupt the integrity or performance of the Services, including by circumventing or disabling any security or other technological features or measures of the Services.

2.4 Use Breach. Customer acknowledges that any breach of clause 2.3 (Use Restrictions) shall be treated as a material breach by Customer, entitling Emitwise to terminate Customer’s access to the Services.

2.5 Compliance with Laws. Customer will use the Services, Documentation, and the Reports in compliance with all applicable laws and regulations.

2.6 Protection against Unauthorised Use. Customer will use its best endeavours to prevent any unauthorised use of the Services and Documentation and promptly notify Emitwise in writing of any unauthorised use that comes to Customer’s attention. If there is unauthorised use by anyone who obtained access to the Services directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorised use. Customer will cooperate and assist with any actions taken by Emitwise to prevent or terminate unauthorised use of the Services or Documentation.

2.7 Reservation of Rights. Emitwise grants to Customer a limited right to use the Services and Documentation under this Agreement. Customer will not have any rights to the Services or Documentation except as expressly granted in this Agreement. Emitwise reserves to itself all rights to the Services and Documentation not expressly granted to Customer in accordance with this Agreement.

2.8 Third Party Applications. Customer acknowledges and agrees that, where it uses Third Party Applications with the Services, such Third Party Applications may need to access Customer Data in order to interoperate with the Services. Customer acknowledges and agrees that Emitwise shall not be liable for any disclosure, modification, or deletion of Customer Data resulting from any such access by Third Party Applications.

2.9 Feedback. If Customer provides any feedback to Emitwise concerning the functionality and performance of the Services (including identifying potential errors, modifications, and improvements), Customer hereby assigns to Emitwise all rights, title, and interest in and to such feedback, including any Intellectual Property Rights therein.

3. FEES

3.1 Free Base Offering. The base offering of the Services is available free of charge. Emitwise also provides subscription-based models for additional features and capabilities.

3.2 Subscription Models. Emitwise offers subscription tiers that include enhanced functionality beyond the free base offering. The details of these subscription tiers, including any associated fees, will be made available to the Customer at the time of subscription.

3.3 Additional Fees and Terms. If any additional fees apply beyond the free base offering or subscription tiers, such fees will be subject to separate terms and conditions agreed upon between Emitwise and the Customer. In the event of any conflict between these Terms of Use and the additional terms agreed upon for specific fees or features, the additional terms will take precedence.

4. CUSTOMER OBLIGATIONS AND ACKNOWLEDGEMENTS

4.1 Customer Obligations. In using the Services, Customer agrees that:

  • the Services are only used for the purposes permitted by this Agreement and in accordance with the Documentation;
  • where the Services are used in any way that results in the contravention of any laws or regulations (including laws and regulations governing confidentiality and the processing of personal data), Emitwise shall not be responsible for such contravention or failure;
  • it is solely responsible for the accuracy of the figures and of any other Customer Data entered into the Services and used as a basis for the Reports. Emitwise does not verify the accuracy of any figures or other Customer Data;
  • it is solely responsible for any conclusions, decisions, or filings it makes based on the Reports;
  • it is solely responsible for the input and maintenance of the Customer Data and for maintaining effective back-up procedures as may be necessary to replace any Customer Data in the event of loss or damage, regardless of cause;
  • it will promptly furnish Emitwise with written confirmation on request, verifying that the Services are being used in accordance with the terms and conditions of this Agreement;
  • Emitwise shall not be liable for any damage caused by errors or omissions in any information, instructions, scripts, or other Customer Data provided to Emitwise by Customer in connection with the Services, or any action taken by Emitwise at Customer’s direction.

5. PROPRIETARY RIGHTS

5.1 Rights in the Services. Emitwise (and its licensors, where applicable) shall own all right, title, and interest in and to the Services and Documentation, including any and all enhancements, modifications, extensions, and derivative works thereof.

5.2 Customer Data. Customer Data will be used and disclosed solely as required to perform the Services and in accordance with this Agreement. Customer will retain ownership of all Customer Data.

5.3 Aggregated or Anonymised Data. Emitwise may derive aggregated or anonymised data from the Reports that is irreversibly disassociated with the Customer and use such information for commercial purposes (“Emitwise Data”). Emitwise shall own all right, title, and interest in and to the Emitwise Data. For the avoidance of doubt, Emitwise Data shall not be considered Confidential Information.

5.4 Reports. Emitwise shall own all right, title, and interest in and to the Reports. Emitwise hereby grants to Customer a worldwide, perpetual, royalty-free, fully paid, transferable, sub-licensable, and irrevocable right to use the Reports for its commercial purposes in accordance with this Agreement.

5.5 Other Works. Except for any Customer Data, all Intellectual Property Rights in works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed, or otherwise made (as necessary to establish authorship, inventorship, or ownership) by Emitwise, solely or in collaboration with others, in the course of performing the Services, whether developed as part of the Services or separately, will be the sole property of Emitwise.

5.6 Third Party Products. Any third-party products that are provided by Emitwise in connection with the Services are provided pursuant to the terms of the applicable third-party agreement. Emitwise assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any third-party products.

6. PERSONAL DATA

6.1 Data Processing. The Customer shall refrain from submitting any personal data to Emitwise in the course of using the Services, with the exception of the minimum necessary personal data that would enable Emitwise to provide the Services, specifically a name, job title, email address, and a password. For the purposes of Data Protection Laws, Emitwise shall act as a controller of such personal data that it uses for its own business purposes and shall process it in accordance with its Privacy Policy.

6.2 Customer Personal Data. The parties acknowledge that Emitwise will act as a processor of any Customer Personal Data.

6.3 Scope of Processing. The performance of the Services will involve the processing of Customer Personal Data as follows:

  • (1) Types of personal data: Title, first name, last name, job title, user ID, password, and information about how the end user uses the Services.
  • (2) Categories of data subjects: End users of the Services.
  • (3) Duration of processing: Until the earlier of (i) expiry/termination of this Agreement or (ii) the date upon which processing is no longer necessary for the purposes of either party performing its obligations under this Agreement.
  • (4) Nature of processing: Collection, analysis, storage, duplication, deletion, and disclosure of Customer Personal Data.
  • (5) Purpose of processing: Necessary for the provision of the Services.

6.4 Emitwise Obligations. In relation to Customer Personal Data, Emitwise shall:

  • (1) Only process Customer Personal Data in order to provide the Services and act only in accordance with this Agreement and the Customer’s written instructions, unless required by law.
  • (2) Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks presented by the processing.
  • (3) Take reasonable steps to ensure the reliability of its staff who have access to Customer Personal Data and ensure they maintain confidentiality.
  • (4) Only transfer Customer Personal Data outside the United Kingdom or European Economic Area in compliance with Data Protection Laws.
  • (5) Notify the Customer without undue delay of any breach of security concerning Customer Personal Data.
  • (6) Provide reasonable assistance to the Customer in ensuring compliance with data protection obligations, including responding to subject access requests, conducting data protection impact assessments (DPIAs), and consulting with supervisory authorities when necessary.
  • (7) At the Customer’s request, delete or return all Customer Personal Data at the end of the Agreement, unless applicable law requires its retention.

6.5 Subprocessors. The Customer grants Emitwise a general authorisation to appoint subprocessors. Emitwise shall notify the Customer of any changes to subprocessors at least 30 days in advance. The Customer may object on reasonable grounds related to data protection. If no resolution is reached, the Customer may terminate the relevant portion of the Services.

7. CONFIDENTIALITY

7.1 Non-Disclosure. Each Party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination, disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other Party, except as permitted by this section.

7.2 Permitted Disclosure. Each Party may disclose the other Party’s Confidential Information:

  • (a) To its employees, officers, representatives, or advisers who need to know such information for exercising the Party’s rights or performing its obligations under this Agreement. Each Party shall ensure that such individuals comply with this clause.
  • (b) As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

7.3 Restricted Use. Neither Party shall use the other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement.

8. WARRANTIES AND DISCLAIMER

8.1 Mutual Warranties. Each Party represents and warrants to the other that:

  • (a) This Agreement has been duly executed and delivered and constitutes a valid and binding Agreement enforceable against such Party in accordance with its terms.
  • (b) No authorisation or approval from any third party is required in connection with such Party’s execution, delivery, or performance of this Agreement.

8.2 Customer Warranties. Customer warrants that:

  • (a) The Customer Data does not infringe the Intellectual Property Rights or privacy rights of any third party.
  • (b) It has secured all necessary rights, licences, permissions, and consents for Emitwise to use the Customer Data in providing the Services.
  • (c) The receipt and use of Customer Data in the performance of this Agreement by Emitwise does not infringe the rights of any third party.
  • (d) It has not falsely identified itself or provided any false information to gain access to the Services.
  • (e) It will not remove Emitwise’s logos, trademarks, designs, or identifying texts from the Reports.
  • (f) Any billing information it provides to Emitwise is accurate and correct.

8.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, EMITWISE MAKES NO OTHER WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED. EMITWISE DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EMITWISE DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

9. INTELLECTUAL PROPERTY INFRINGEMENT

9.1 Indemnification of Infringement Claims. Customer will indemnify Emitwise from and pay all damages, costs, losses, and expenses (including reasonable legal fees) arising from any third-party claims that the Customer Data infringes any Intellectual Property Rights.

10. LIMITATIONS OF LIABILITY

10.1 Disclaimer of Indirect Damages. EMITWISE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.2 Cap on Liability. EMITWISE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED (A) THE TOTAL AMOUNT PAID BY CUSTOMER TO EMITWISE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) £100 IF NO FEES HAVE BEEN PAID.

11. TERM AND TERMINATION

11.1 Term. This Agreement will commence on the Effective Date and continue until terminated in accordance with this Agreement.

11.2 Termination. Emitwise may terminate this Agreement without notice for any reason. Termination will take effect when Customer receives written notice from Emitwise. Emitwise may also suspend Customer’s access to the Services for any reason without notice.

11.3 Post-Termination Obligations. Upon termination of this Agreement, any liabilities accrued prior to the termination date will survive.

11. TERM AND TERMINATION

11.1 Term. This Agreement will commence on the Effective Date and continue until terminated in accordance with this Agreement.

11.2 Termination. Emitwise may terminate this Agreement without notice for any reason. Termination will take effect when Customer receives written notice from Emitwise. Emitwise may also suspend Customer’s access to the Services for any reason without notice.

11.3 Post-Termination Obligations. Upon termination of this Agreement, any liabilities accrued prior to the termination date will survive.

12. GENERAL

12.1 Relationship. Each Party is an independent contractor and not an agent or representative of the other.

12.2 Assignability. Customer may not assign its rights or obligations under this Agreement without Emitwise’s prior written consent.

12.3 Notices. Notices under this Agreement must be sent via email to the email addresses provided by the Parties. Notices are deemed given on the date of transmission.

12.4 Force Majeure. Emitwise will not be liable for delays or failures to perform due to causes beyond its reasonable control.

12.5 Governing Law and Jurisdiction. This Agreement is governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any disputes.

12.6 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver of such provision.

12.7 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in effect.

12.8 Counterparts. This Agreement may be executed in counterparts, and signatures transmitted electronically will be treated as originals.

12.9 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements.

12.10 Interpretation. Terms like “including” mean “including without limitation.” Headings are for reference only and do not affect interpretation.

12.11 Exclusion of Implied Terms. All implied terms are excluded to the fullest extent permissible by law.

13. CHANGES TO TERMS

13.1 Right to Modify Terms. Emitwise reserves the right to amend these Terms of Use at any time to reflect changes to the Services, applicable laws, or business needs. Any such amendments will be effective upon posting the updated Terms on Emitwise’s website.

13.2 Notification of Changes. Emitwise will provide notice of material changes to these Terms by sending an email to the Customer or by providing a notification through the Services. It is the Customer’s responsibility to ensure that Emitwise has an up-to-date email address for notifications.

13.3 Continued Use as Acceptance. Continued use of the Services after the effective date of any changes to these Terms constitutes acceptance of the updated Terms. If the Customer does not agree to the changes, they may terminate this Agreement by providing written notice to Emitwise.