GREENER WORLD LTD PLATFORM TERMS AND CONDITIONS

1. Parties 

This agreement is between Greener World Ltd incorporated and registered in England and Wales with company no. 12157132 whose registered office address is 12 Grove Street, Bath, England, BA2 6PJ (the Supplier, We) and You, the Customer and sets out the basis on which We will supply the Platform Service (as defined below) to You (Agreement)

2. Interpretation

2.1 In addition to the terms defined elsewhere in this Agreement, the definitions and rules of interpretation set out in this clause apply in this Agreement.

Authorised Users: those individuals who are authorised by the Customer to use the Software Services, as further described in clause 5.1.2.

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

Claims: includes liabilities, claims, actions and proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees).

Claims Protocol: the indemnifier giving prompt notice of a claim under the indemnity,  provided that the indemnified party’s failure to provide prompt notice shall not act as a waiver of the indemnifier’s obligations under this Agreement except to the extent it is materially prejudiced thereby; the indemnified party providing reasonable co-operation to the indemnifier in the defence and settlement of such claim, at the indemnifier’s expense; and giving the indemnifier sole authority to defend or settle the claim, provided that the indemnified party’s written consent shall be required in the event that a settlement would require any payment or admission of liability by the indemnified party.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such, Customer Data (in the case of the Customer) and details of the Software Services and the results of any performance tests of the Software Services (in the case of the Supplier). 

Contract Date: the date the Customer ticks ‘ACCEPT’ on the Site thereby indicating it has read, understood and accepts the Terms. 

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:  as defined in the Data Protection Legislation.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Software Services.

Customer E-mail Address: the e-mail address provided by the Customer in order to receive the Software Services in accordance with the terms of this Agreement. 

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Excluded Losses: the following types of loss, damage, corruption, destruction, alteration and disclosure in each case whether direct, indirect or consequential: loss of profits; loss of business; loss of contracts or agreements; loss of revenue; loss of anticipated savings; loss of opportunity; loss of, or damage to, goodwill; loss, corruption, destruction, alteration or disclosure of, or damage to, Customer Data, to the extent that such loss, corruption, destruction, alteration, disclosure or damage is not attributable to the negligence of the Supplier’ Staff; pure economic loss, or any other indirect or consequential losses, damages or corruption, or any indirect or consequential costs, charges or expenses, howsoever arising under this Agreement.

Indemnify: indemnify and keep fully and effectively indemnified. 

Insolvency Events: any of the following events affecting a party:

1. commencing negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or entering into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that party with one or more other companies or the solvent reconstruction of that party; 
2. it applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; 
3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the party other than for the sole purpose of a scheme for a solvent amalgamation of the party with one or more other companies or the solvent reconstruction of the party; 
4. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the party’s assets and such attachment or process is not discharged within 14 days; or
5. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the party; 
6. any event occurs, or proceeding is taken, with respect to the party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs a) – e) above (inclusive);
7. it suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other Intellectual Property Rights, in each case whether registered or unregistered and including all applications 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.

Normal Business Hours: 9 am to 5 pm UK local time, each Business Day.

Platform: the Supplier’s business matchmaking and networking software application including any and all versions, releases, modifications, improvements, enhancements, fixes and patches thereof, provided by the Supplier as part of the Software Services. 

Purpose: to match with other businesses in order to supply or purchase goods and/or services; and/or network with other businesses.

Site: the website through which the Supplier makes available the Software Services accessible to the  Customer or such other URL notified to the Customer from the Supplier from time to time. 

Services: the Software Services and the Support Services.

Software Services: the software services provided by the Supplier to the Customer under this Agreement via the Site or any other website notified to the Customer by the Supplier from time to time. 

Support Hours: 9am to 5pm UK local time, each Business Day.

Support Services: remote first-line support in relation to the Software Services, initiated by the Customer contacting the Supplier by e-mail at contact@thisisgreener.com

Staff: in relation to a party, its officers, directors, employees, contractors and agents. 

Terms: the terms and conditions of this Agreement. 

Usage Data: data (not being personal data and excluding Customer Data) generated by the Authorised Users’ use of the Platform and the Software Services receipt of the benefit of the Software Services pursuant to these Terms (and for the avoidance of doubt excluding Customer Data).

Virus: any thing or device (including any software, code, file or programme) 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 programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme 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.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

2.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

2.3 A reference to writing or written includes email but not fax.

2.4 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2.5 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.

2.6 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

3. Commencement and duration

3.1 This Agreement shall commence on the Contract Date and shall continue in full force and effect until terminated by either party in accordance with clause 13 (Term).

4. Software Services Licence

4.1 Subject to the restrictions set out in this clause, and the other terms and conditions of this Agreement and in consideration of the Customer performing its obligations set out in this Agreement (receipt and sufficiency of which the Supplier hereby acknowledges) the Supplier hereby grants to the Customer a non-exclusive, revocable, terminable, royalty-free, non-transferable, licence without the right to grant sublicences, to permit the Authorised Users to use the Software Services during the Term solely for the Purpose.

4.2 The Customer shall not, and shall not allow any third party (including the Authorised Users) to, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software Services that:

4.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

4.2.2 facilitates illegal activity;

4.2.3 depicts sexually explicit images;

4.2.4 promotes unlawful violence;

4.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

4.2.6 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, to disable the Customer’s access to any material that breaches the provisions of this clause.

4.3 The Customer shall not:

4.3.1 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 under this Agreement:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or
2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; 

4.3.2 access all or any part of the Software Services in order to build a product or service which competes with the Software Services;

4.3.3 use the Software Services to provide services to third parties or in any other way contrary to the Purpose;

4.3.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software Services available to any third party except the Authorised Users;

4.3.5 attempt to obtain, or assist third parties in obtaining, access to, the Software Services, other than as provided under this clause 6; or

4.3.6 introduce, or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems.

4.4 The Customer shall use best endeavours to prevent any unauthorised access to, or use of, the Software Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

4.5 The rights provided under this clause are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

5. Authorised Users

5.1 In relation to the Authorised Users, the Customer undertakes that:

5.1.1 each Authorised User shall keep a secure password for his or her use of the Software Services and that each Authorised User shall keep his or her password confidential; and

5.1.2 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;

5.2 The Customer shall ensure that the Authorised Users use the Software Services in accordance with the terms of this Agreement and shall be responsible for the acts and omissions of the Authorised Users as if they were the acts or omissions of the Customer.

5.3 Subject to clauses 5.2,  the Customer may at any time during the Term appoint and remove any number of Authorised Users as part of the Software Services. 

6. Services and Supplier Obligations.

6.1 The Supplier shall, during the Term, provide the Services to the Customer on and subject to the terms of this Agreement.

6.2 The Supplier warrants to the Customer that it shall supply the Services using reasonable care and skill. 

6.3 The Supplier shall use reasonable endeavours to make the Software Services available 24 hours a day, seven days a week excluding any unscheduled maintenance performed inside or outside Normal Business Hours. Where the Supplier reasonably believes such maintenance will last period of greater than or equal to 24 hours it will give the Customer reasonable prior notice before commencing such maintenance. 

6.4 The Supplier will provide the Customer with the Support Services during the Support Hours.

6.5 The Supplier: 

6.5.1 does not warrant that: 

1. the Customer's use of the Software Services will be uninterrupted or error-free; 
2. that the Software Services, or the information obtained by the Customer through the Software Services will meet the Customer's requirements; or 
3. the Platform or the Software Services will be free from Vulnerabilities or Viruses;

6.5.2 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, or loss or damage to the Customer’s network or communications systems, and the Customer acknowledges that the Software Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.6 The Supplier shall follow its internal archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable 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 internal archiving procedure. 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 for which it shall remain fully liable).

7. Customer’s Obligations 

7.1 The Customer shall provide the Supplier with:

7.1.1 all necessary co-operation in relation to this Agreement; 

7.1.2 all necessary access to such documents and information as may be required by the Supplier in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; and

7.1.3 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement. 

7.2 The Customer shall:

7.2.1 carry out all other Customer responsibilities set out in this Agreement 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;

7.2.2 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier or its Staff to perform their obligations under this Agreement, including without limitation the Services;

7.2.3 ensure that its network and systems comply with any relevant specifications provided by the Supplier from time to time; and

7.2.4 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing 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. Customer Data and Usage Data.

8.1 To the extent the Customer Data comprises personal data, the Supplier as controller shall process that personal data in accordance with the Supplier’s Privacy Policy. 

8.2 The Customer irrevocably consents to the Supplier collecting and retaining the Usage Data and using (including analysing) the Usage Data for the purpose of: 

8.2.1 researching trends within, and the efficacy of, the algorithm central to the Platform in order to enhance or modify the features of the Software Services and functionality of the Platform; and

8.2.2 generating versions, releases, patches, fixes, modifications, enhancements and/or improvements of the Platform.

8.3 This clause shall survive termination of this Agreement howsoever arising.

9. Proprietary Rights

9.1 The Customer acknowledges and agrees that:

9.1.1 the Supplier or its licensors own all Intellectual Property Rights subsisting in the Platform and the Software Services; and

9.1.2 except as expressly stated herein, this Agreement does not grant the Customer any licences or other rights in respect of the Software Services.

9.2 The Supplier confirms that it has all the rights in relation to the Software Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10. Confidentiality

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

10.1.2 was in the other party’s lawful possession before the disclosure;

10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

10.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2 Subject to clause 10.3, 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 this Agreement.

10.3 Each party shall use reasonable endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its Staff in violation of the terms of this Agreement.

10.4 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 10.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11. Indemnity

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.1 The Customer shall Indemnify the Supplier against all Claims arising out of or in connection with any unlawful or improper use or misuse of the Software Services by the Customer, its Staff and/or Authorised Users (including for the avoidance of doubt any breach by the Customer of clauses 4.2, 4.3 and/or 4.4).

11.2 The parties shall comply fully with the Claims Protocol. 

12. Limitation of liability

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

12.1 Except as expressly and specifically provided in this Agreement:

12.1.1 the Customer assumes sole responsibility for results obtained from the use of the Software Services by the Customer, 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 Software Services, or any actions taken by the Supplier at the Customer’s direction; 

12.1.2 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 this Agreement; and

12.1.3 the Software Services are provided to the Customer on an ‘as is’ basis.

12.2 The Customer acknowledged and agrees that, in entering into this Agreement, it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this Agreement and the Supplier shall have no liability otherwise than pursuant to the express terms of this Agreement. 

12.3 Nothing in this Agreement excludes the liability of either party for:

12.3.1 for death or personal injury caused by either party’s negligence;

12.3.2 for fraud or fraudulent misrepresentation; or 

12.3.3 any other liability which cannot be excluded at law. 

12.4 Subject to clause 12.1 and clause 12.3, the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any Excluded Losses. 

12.5 Having regard to the nature of the Software Services being supplied to the Customer and the other provisions of this Agreement as to the extent and scope of the Supplier’s liability to the Customer, subject to 12.3, the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising from or in connection with the performance or contemplated performance of this Agreement shall not exceed £10 000. 

12.6 Termination

12.7 Without affecting any other right or remedy available to it, either party may terminate this Agreement by giving the other party not less than 30 days’ notice and upon expiry of such notice period this Agreement shall terminate. 

12.8 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

12.8.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment;

12.8.2 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;

12.8.3 the other party repeatedly breaches any of the terms of this Agreement 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 this Agreement;

12.8.4 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, as if the words it is proved to the satisfaction of the court did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or

12.8.5 the other party becomes the subject of one or more of the Insolvency Events. 

12.9 On termination of this Agreement for any reason:

12.9.1 all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease, and shall procure all Authorised Users to immediately cease, all use of the Software Services;

12.9.2 each party shall, at the election of the other party, return or destroy the other party’s Confidential Information in its possession (including any and all copies, records and reductions to writing thereof); 

12.9.3 the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. On The Supplier shall use reasonable endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request. The Customer shall pay all reasonable costs and expenses incurred by the Supplier in returning or disposing of Customer Data;

12.9.4 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 the agreement which existed at or before the date of termination shall not be affected or prejudiced.

12.10 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

13. General 

13.1 No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

13.2 Neither party will be in breach of this Agreement nor liable for any delay in performing or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the affected party will be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this Agreement by giving 3 days’ written notice to the affected party.

13.3 If any provision of this agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be prejudiced.

13.4 The Supplier may vary the terms of this Agreement at any time on giving prior notice to the Customer to that effect. The Customer shall be deemed to have accepted the terms of this Agreement as so varied unless it notifies the Supplier to the contrary within 3 Business Days of the date on which it receives such notice from the Supplier.  If the Customer does notify the Supplier to the contrary within such 3 Business Day period then this Agreement shall automatically terminate with effect from the date the Supplier receives the Customer’s notice. 

13.5 No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement. 

13.6 The Customer shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 

13.7 The Supplier may at any time during the Term assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement and shall inform the Customer to that effect. 

13.8 Any notice required to be given pursuant to this agreement shall be in writing and shall be sent by e-mail to contact@thisisgreener.com (in the case of notice given by the Customer to the Supplier) or the Customer E-mail Address (in the case of notice given by the Supplier to the Customer)  or sent by first-class post to the registered address of a party (or if no such registered address is available, its principal address). Any notice sent pursuant to this clause  shall take effect and shall deemed to be received at the time of sending as shown on a printed readout obtained by the sender (in the case of notice sent by e-mail) or at 9:00 am on the next Business Day after posting (in the case of notice sent by first-class post). This clause 14.8 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.

13.9 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all prior agreements, arrangements, understandings, discussions, representations, promises, assurances and warranties between them relating to its subject matter.

13.10 This Agreement and any disputes or claims 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 English law and the parties irrevocably agree that they shall be subject to the exclusive jurisdiction of the courts of England and Wales. 

Version 1.0. Last updated: 26 March 2021