SaaS Terms and Conditions

1. General

1.1 These terms and conditions (the “Terms”) describe the legal terms and conditions that apply to use Terrascope’s software-as-a-service decarbonisation platform (the “Platform”), and/or other services and product offerings (together, the “Services”). 

1.2 By purchasing, or signing Terrascope’s sales order (or other mutually agreed document indicating your agreement to these Terms) (hereafter, “Sales Order”), or accessing, or using the Services, you conclude a legally binding agreement with us, which consists of: 

1. the Sales Order;
2. these Terms;
3. Terrascope's Privacy Policy; and
4. any other terms and conditions agreed between us and incorporated under this Agreement.
   (Collectively, the "Agreement")

1.3 If there is any inconsistency between the parts of this Agreement listed in Clause 1.2 above, the Agreement shall apply in the order of precedence as set out above.

1.4 By signing a Sales Order, or accessing or using the Services, you represent and warrant that you have the right, authority, and capacity to enter into the Agreement. 

1.5 Our Services are business-to-business (“B2B”) offerings. If we make the Services available to an individual on a pilot trial basis (even without the signing of a Sales Order or similar document), this individual represents and warrants that they have the right, authority, and capacity to enter into the pilot trial on behalf of the business or organisation the individual represents. By accessing or using the Platform or Services on a pilot trial basis, both you and the individual are deemed to be bound by these Terms.

1.6 To the extent we make available to you our Platform, such license to use the Platform by each individual user is governed by the applicable Terrascope End User License Agreement (“EULA”). You acknowledge and agree that individual users are required to consent to the EULA as a pre-condition of access to the Services.

1.7 Some product and service offerings under the Services we provide are subject to additional terms and conditions. These are addressed under an Annex to these Terms.

2. Licensing Conditions and Pilot Trials

2.1 Subject to your compliance with the Agreement and relevant Sales Order (including your payment of the fees), Terrascope grants you for the duration of the relevant Sales Order, a non-exclusive, non-transferable and revocable right and license to access, and use the relevant Services purchased by or made available to you.

2.2 The rights provided under this Agreement are granted to you only and shall not be considered granted to any of your Affiliates or any other third parties, unless otherwise agreed in writing by Terrascope. All rights not expressly granted hereunder are reserved by Terrascope. “Affiliates" means an entity directly or indirectly controlling, controlled by, or under direct or indirect common control. In the case of Terrascope’s affiliates, this definition shall include without limitation Terrascope’s parent company, related companies and subsidiaries. “Control” here means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

2.3 Terrascope shall at its sole and absolute discretion make available to you any update, upgrade, release, new version or other adaptation or modification of the Services that Terrascope may generally provide or make available to its licensees of the Services from time to time during the prescribed term (a “Maintenance Release”), which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Services. You acknowledge that Terrascope may discontinue its support of a version of the Services and require you to implement a Maintenance Release.

2.4 If Terrascope is at any time instructed by you to provide any additional technology function and/or offering and/or service not envisaged or beyond the scope of the Agreement or the relevant Sales Order relating to the Services that Terrascope considers, in its sole and absolute discretion, to be in the nature of an increase in the scope of work set out in the Agreement, Terrascope shall provide you with a written estimate of its reasonable adjustment to the price as set out in the relevant Sales Order. 

2.5 All pilot accounts are provided “as is” and “as available” without any warranty of any kind. Terrascope disclaims all obligation and liability under the Agreement for any harm or damage arising out of or in connection with a pilot account, including any obligation or liability with respect to Customer Data (as defined below). Any configurations or Customer Data entered into a pilot account, and any customizations made to a pilot account may be permanently lost if the pilot account is suspended, terminated, or discontinued. Terrascope’s indemnity obligations under this Agreement do not apply to pilot accounts.

3. Price and Product Revisions

3.1 Terrascope reserves the right to:

1. modify the pricing for any Services at any time without prior notification. However, to clarify, the pricing outlined in the Sales Order will prevail, and any pricing adjustments under this provision will not be applicable for the duration of the relevant Services specified in the Sales Order;

2. vary types and quantities of add-ons, functions, features, services that may be offered to you by Terrascope at any time without prior notice to you.

4. Payment and Tax

4.1 You are solely responsible for any payment method that you have chosen and Terrascope shall not be held responsible or liable for any damage or loss suffered by you in connection with your chosen payment method. You acknowledge that Terrascope is only obligated to provide the Services upon your acceptance of the Agreement and actual receipt by Terrascope of all due and payable fees in connection with the Purchase being made. 

4.2 All fees due to Terrascope under this Agreement are exclusive of any taxes or delivery costs. You shall be responsible for the payment of all applicable taxes, withholding tax, duties, or levies.

4.3 In the event you fail to make timely payment of our fees, or taxes, duties, levies, withholding tax, costs, or any other fees or charges outstanding, Terrascope shall be entitled to take such steps against you to recover the amounts owed, including commencing legal proceedings against you for the recovery of the same. You agree to indemnify and hold harmless Terrascope against all costs and expenses, including legal fees, which Terrascope may reasonably incur in the taking of such steps. Terrascope may immediately suspend or terminate your use and/or access to any Services if you fail to comply with your payment obligations under this Agreement or any applicable Sales Order.

4.4 Terrascope may assess a late charge at a monthly rate of one percent (1%) on all amounts not paid within sixty (60) days after the due date stated in the invoice.

4.5 If you, in good faith, dispute the accuracy of any portion of an invoice, then you shall provide Terrascope with written notice of such dispute within thirty (30) days of receipt of the invoice and provide reasonable detail for the basis of such dispute. Any dispute in relation to this Clause 4 shall be resolved in accordance with Clause 19.2.

4.6 Terrascope in its sole and absolute discretion reserves the right to refuse any payment method without explanation to you.

4.7 Unless otherwise specified and agreed by Terrascope in writing, there shall be no refund of any fees, costs, or charges to the extent permitted by law.

5. Representations and Warranties

5.1 You shall:

1. prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, immediately notify Terrascope in writing; 
2. disable any individual user access immediately upon termination or suspension of such individual user’s employment or services with you; 
3. ensure that your individual users keep their credentials and password confidential; 
4. ensure that your individual users comply with the terms of this Agreement and any Sales Order. Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that you shall remain fully responsible to Terrascope for each of your individual users, and their acts and omissions arising out of or in connection with this Agreement; 

5.2 You represent and warrant to us that at all times: 

1. you will comply with all applicable laws, rules, and regulations;
2. you will not license, sub-license, sell, rent, lease, transfer, assign, access, or otherwise commercially exploit our Services;
3. you will not copy, modify, duplicate, frame, mirror, republish, display, all or any portion of the Services or any technology or system used by Terrascope in connection with providing the Services;
4. you will not de-compile, reverse compile, disassemble, reverse engineer, discover any trade secret contained in or otherwise reduce to human-perceivable form all or any part of the Platform or Services;
5. you will not build a product or service using similar ideas, features, functions or graphics to any Terrascope Services;
6. you will not introduce or permit the introduction of, any Virus and/or Vulnerability into the Services, our network or information systems. “Virus” means 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” means 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. 

6. Customer Data and Personal Data

6.1 Definitions:

1. “Customer Data” means all data, information, or materials provided by you in the course of utilising the Services;
2. “Personal Data” shall have the meaning as prescribed by the applicable laws relating to data protection;
3. “Process” in relation to Personal Data shall have the meaning as prescribed by the applicable laws relating to data protection, but whose definition typically encompasses or includes (non-exhaustively) an act or function to carry out any operation or set of operations in relation to Personal Data, and includes recording, holding, organisation, adaptation/alteration, retrieval, combination, transmission, or erasure/destruction. “Processed” and “Processing” shall have the corresponding meaning as a verb for the same.

6.2 Terrascope acknowledges and agrees that you remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights, subject only to the licenses granted to Terrascope under this Agreement.

6.3 Unless otherwise stated in the Sales Order or agreed by the parties in writing, the Services are not designed to Process any Personal Data in the Customer Data, and neither is the Processing of Personal Data necessary to carry out the Services. You agree to remove all Personal Data from Customer Data. You remain responsible as the Personal Data controller (as such term or equivalent term is defined under applicable laws) for all Personal Data inadvertently included in the Customer Data, and to the extent any Personal Data subsists in the Customer Data, you agree to the information being Processed in accordance with Terrascope’s Privacy Policy.

6.4 You represent and warrant to us that at all times you hold all necessary authorisations, licenses, consents, approvals, to transfer, publish, or disseminate the Customer Data to Terrascope and that your use of Customer Data with the Services does not infringe the rights of any third-party, including the Intellectual Property Rights of such third party.

6.5 You undertake that you will comply with all applicable data protection laws. If for any reason you provide to Terrascope any Personal Data relating to a third-party (including in the Customer Personal Data), by submitting such information to us, you warrant and represent to us that you have obtained the consent of such third-party for the collection, use, and disclosure of their Personal Data.

6.6 You represent and warrant to us that at all times the Customer Data supplied to Terrascope:

1. is not unlawful or fraudulent;
2. has not been uploaded or provided for an improper purpose;
3. does not contain any discriminatory, defamatory, abusive, inappropriate, obscene or offensive materials;
4. is true, current and accurate;
5. does not contain any Virus and/or Vulnerability; 
6. does not provide any false or misleading information or misrepresent any law or fact, or overstate or convey a false impression of any relevant information; 
7. is not disparaging or prejudicial to or shall negatively affect Terrascope and its Affiliates or its reputation; 
8. does not exploit Terrascope’s business, or cause Terrascope to be exposed to liability and/or reputational damage as a result of any alleged Greenwashing. “Greenwashing” means: (i) a form of spin in which marketing is used – often deceptively – so as to present an environmentally responsible public image; or (ii) any action, plan, behaviour, or stance, that misleads consumers, regulators, governmental authorities, interest groups, or any other persons and groups regarding your environmental practices, or the environmental responsibility of your products, services, or operations.
9. does not infringe any third party Intellectual Property Rights; and 
10. does not include any Personal Data (as covered above). Terrascope is under no obligation to review the Customer Data, and the inclusion of any Customer Data in the Services shall not constitute acceptance by Terrascope that such Customer Data complies with the Agreement.

7. Intellectual Property

7.1 “Intellectual Property Rights” means all copyright and moral rights, patents, trademarks, service marks, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, know-how, rights protecting trade secrets and Confidential Information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recovery of damages and obtainment of relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;

7.2 Terrascope owns and retains all rights, titles and interest in and to the Services, including its Platform, and including any and all Intellectual Property Rights, methods, materials, technologies, tools (including software tools), design code, templates, applications, techniques and other know-how developed by or for Terrascope. Terrascope shall own all rights, title and interest, including all Intellectual Property Rights, in and to any improvements to Services and any new APIs, programs, upgrades, modifications or enhancements to Services developed by Terrascope, including those developed for you or at your request.

7.3 To the extent that you or any of your individual users provide any suggestions for modification or improvement or other comments, code, information, know-how, or other feedback (whether in oral or written form) relating to the Platform or Services, you hereby grant to Terrascope a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable and royalty-free licence to use and commercially exploit the feedback in any manner Terrascope sees fit.

7.4 Except as expressly stated herein, nothing in this Agreement grants you any rights to, under or in, Intellectual Property Rights, or any other rights or licences in respect of the Platform or other Services. Save as otherwise provided for in the Agreement, you may not use any of Terrascope’s Intellectual Property Rights without Terrascope’s prior written consent. All other names, products and marks mentioned are the Intellectual Property Rights of their respective owners. All rights not expressly granted herein are reserved to Terrascope.

7.5 Should you become aware of any Customer Data that potentially infringes on third-party Intellectual Property Rights, you shall notify us without undue delay, and not later than thirty (30) calendar days following your discovery of the potential infringement. 

7.6 Should we become aware of any potential infringement of your Intellectual Property Rights in the Customer Data, we shall notify you without undue delay, and not later than thirty (30) calendar days following our discovery of the potential infringement.

7.7 You hereby grant to Terrascope a worldwide, non-exclusive, fully paid up and royalty free licence to use Customer Data:       

1. for the performance of Terrascope’s obligations under this Agreement and any Sales Order;
2. to use your name and logos for Terrascope’s marketing or distribution activities, including but not limited to, using your name and logos in Terrascope’s advertisements, websites and/or other publicity materials for promotions whenever appropriate; and
3. to generate data, or create works and materials that are derived from, or based on your data, including Customer Data, in aggregated, anonymised, or pseudonymised form. Notwithstanding anything to the contrary under this Agreement, Terrascope may use your de-identified or aggregated data for any business purpose, including, without limitation, industry benchmarking, best practice guidance materials, recommendations, analytics, machine learning, customer reports, and to create derived data. In addition, nothing contained within this Agreement shall restrict or prohibit Terrascope’s ability to utilise third party data for any lawful purpose.

8. Emission Factor Databases, and other Third Party Services and Content

8.1 You acknowledge and agree that:

1. subject to Clause 8.3 below, certain features of the Platform or Services (or aspects thereof) may incorporate certain third party applications, functions, or services (“Third Party Services”) provided by third-party service provider(s) (“Third Party Provider(s)”). To the maximum extent permitted by applicable law, Terrascope’s only obligation in connection with Third Party Services is to make available to you these Third Party Services on a pass-through basis. The Third Party Providers’ performance of Third Party Services are the sole responsibility of the respective Third Party Providers; 
2. the Platform may display, publish or make available information that is not provided or published by Terrascope (including but not limited to benchmarking data, ingredients of third party products, satellite data, agricultural and environmental data) (“Third Party Content”). You acknowledge and agree that Terrascope is not responsible for the accuracy of Third Party Content. You agree that your use and reproduction of Third Party Content may be governed by third party terms and conditions which you are responsible for complying with;

8.2 Terrascope sources and utilises emission factor data and other pertinent data (“Emission Factor Data”) from multiple sources to calculate emissions. Each provider of Emission Factor Data has their own terms and conditions (“Emission Factor Terms”). You are responsible for ensuring compliance with the relevant Emission Factor Terms.

8.3 Terrascope may, from time to time, notify you in writing of further conditions or restrictions in addition to the Emission Factor Terms which you agree to be bound by as part of this Agreement (“Emission Factor Additional Terms"). These Emission Factor Additional Terms can be found in our EULA and are necessary for Terrascope to comply with the use of Emission Factors in our Services and/or to allow Terrascope to make available to you the Emission Factor Data through the Platform and Services.

8.4 Terrascope provides a centralised list of Emission Factor Data within our EULA, including references or website links to facilitate access to the relevant Emission Factor Terms. While this list is offered for your convenience, it remains your responsibility to adhere to the latest terms, regardless of our efforts to update this list. We commit to making commercially reasonable efforts to keep the list updated, but ultimate compliance with the most recent terms is your obligation.

8.5 Should you intend to utilise Emission Factor Data under a license acquired independently from our Services, you are responsible for verifying that the license's scope permits usage within our Services. Terrascope reserves the exclusive right to decline the integration of such independently acquired licenses at its discretion and may require the acquisition of Emission Factor Data licenses directly through Terrascope.

9. Indemnities and Limitation of Liability

9.1 Terrascope shall indemnify, defend, and hold you harmless from any action by a third party that your use of the Platform or Services, infringe, misappropriate, or otherwise violate such third party's Intellectual Property Rights, provided however, that Terrascope shall have no liability or obligation to the extent that such action or losses arise out of or results from any:

1. alteration or modification of the Services without Terrascope’s authorisation;
2. use of the Services in combination with any software or third party consulting service not provided, authorised, or approved by Terrascope;
3. access or use of the Services that is expressly prohibited by this Agreement or otherwise outside the scope of the Agreement;
4. material breach of this Agreement by Customer; or
5. violation of any applicable law, regulation, or industry standard by you or any of your individual users.

9.2 You shall indemnify and hold harmless Terrascope and its Affiliates and its and their respective directors, officers, employees, agents, contractors, third-party service providers and partners from and against:

1. any and all actual and directly incurred liabilities, actions, proceedings, claims, demands, costs and expenses (including reasonably incurred legal expenses) arising out of or in connection with:
   
   1. your misuse of any Services;
   2. the Customer Data provided to Terrascope;
   3. any reports, declarations, calculations, or other informational submissions that are produced through, derived from, or otherwise connected (in whole or in part) to the Terrascope Platform or other Service and for the purpose of providing a sustainability report (or other type of reporting) to any regulator, governmental authority, or any other entity, and irrespective of whether that reporting is mandatory or voluntary (“Sustainability Report”);
   4. your violation of the Agreement;
   5. any negligent act, omission or wilful conduct, misconduct or fraud by you, or your individual users, officers, employees, agents, or independent contractors; and
   6. any dispute, contention, or claim of ownership of the Customer Data.

9.3 You shall indemnify Terrascope against any and all liability, loss, damage, costs and expenses which Terrascope or a third-party may incur or suffer whether direct or consequential (including any economic loss or other loss of profits, business or goodwill) as a result of any dispute or contractual, tortious or other claims or proceedings brought against Terrascope by a third-party alleging infringement of its Intellectual Property Rights by reason of your use or exploitation of the Services and/or the Content.

9.4 You shall also indemnify Terrascope against any and all liability, loss, damage, costs and expenses which Terrascope or a third party may incur or suffer whether direct or consequential (including any economic loss or other loss of profits, business or goodwill) as a result of any dispute or contractual, tortious or other claims or proceedings brought against Terrascope by a third-party in connection with any claim(s) of Greenwashing by reason of your use or exploitation of the Services.

9.5 Each indemnity in these Terms and Conditions is a continuing obligation and survives the expiry or termination of the Agreement or expiry of any subscription term.

9.6 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TERRASCOPE’S AGGREGATE LIABILITY FOR ANY CLAIMS UNDER OR PURSUANT TO THE AGREEMENT EXCEED THE AGGREGATE FEES ACTUALLY PAID BY YOU FOR THE PRECEDING TWELVE (12) MONTH PERIOD AT THE POINT IN TIME WHEN THE CLAIM(S) IS/ARE MADE AGAINST TERRASCOPE.

9.7 Notwithstanding any other provision in the Agreement and to the maximum extent permitted by applicable law, under no circumstances shall Terrascope be liable for any direct, indirect, consequential or special loss or damage relating to (i) disruptions or interruptions to the internet that may affect the use of the Services; (ii) errors, delays or technological failures that may prevent Terrascope from providing the Services; (iii) loss of Customer Data; (iv) any delay or failure in performance caused by events beyond the reasonable control of Terrascope, even if Terrascope was advised of the possibility of such damages or if such possibility was reasonably foreseeable.

10. Disclaimers

10.1 YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES PROVIDED BY TERRASCOPE ARE ON AN “AS IS” BASIS. TERRASCOPE EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY, PERFORMANCE, SECURITY, CONTINUED AVAILABILITY, OR INTER-OPERABILITY WITH OTHER SYSTEMS OR SERVICES; 

10.2 For the avoidance of doubt, no advice or information, whether oral or written, obtained by you from Terrascope or its employees or agents shall create any condition, warranty or guarantee not expressly stated in the Agreement.

11. Data Retention

11.1 Upon termination or expiration of the Agreement, Terrascope will retain Customer Data for a period of thirty (30) calendar days (the “Retention Period”). Upon the expiration of the Retention Period, Terrascope may delete the Customer Data, unless an archived copy is required to be retained for legal, regulatory, or audit purposes.    

12. Term and Termination

12.1 Your subscription will automatically renew at the expiration of the relevant subscription term stated in the Sales Order and at the prevailing price set at the expiration of each relevant subscription term. If you do not wish to renew, you must provide at least thirty (30) days prior written notice to Terrascope prior to the end of each relevant subscription term.

12.2 Terrascope may immediately terminate any Sales Order and/or the Agreement, terminate or suspend your access to all or part of the Services, or remove any of your Customer Data:

1. if you fail to pay any amount due under the Agreement;
2. if you commit a material breach of any of your obligations under the Agreement;
3. if you breach any of the representations or warranties you make pursuant to the Agreement;
4. if required by any law or regulation, or by any enforcement or other government agency or regulatory authority;
5. if you or your Customer Data infringe any Intellectual Property Rights of Terrascope or any third-party;
6. in the event of any unexpected technical or security issues;
7. if you are deemed by any applicable law to be insolvent or unable to pay your debts, admit you are insolvent or unable to pay your debts, or become or is declared insolvent or unable to pay your debts;
8. if you are the subject of any actual, threatened or proposed corporate action, proceedings, or other procedure or step, relating to: your insolvency, including but not limited to bankruptcy, liquidation, provisional liquidation, winding up, receivership, judicial management, administration, administrative receivership, moratorium, scheme of arrangement, reorganization, controlled management, dissolution, or any equivalent or analogous proceeding or regime under applicable laws;
9. if you enter, or intend or propose to enter, into any discussions, negotiations or agreement with one or more of your creditors with a view to the compromise, settlement, composition, extension, readjustment or rescheduling of a substantial portion of your obligations or a class of your obligations; or
10. if you suspend, or intend or propose to suspend, the making of payments relating to a substantial portion of your indebtedness or class of your indebtedness.

12.3 In the event Terrascope exercises its right to terminate the Agreement, terminate or suspend your access to all or part of the Services, or remove any of your Customer Data, you shall remain liable for all charges and fees due to Terrascope. Terrascope shall be under no obligation to refund the whole or any part of any fees paid by you in advance in the event of such termination, suspension and/or removal pursuant to this clause and you shall not be entitled to any compensation or indemnity, whether for loss of distribution rights, goodwill or otherwise, as a result of such termination, suspension or removal.

12.4 Termination of Agreement shall be without prejudice to any other rights or remedies Terrascope may be entitled to under the Agreement, at law or in equity and shall not affect any accrued rights or liabilities nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

13. Confidentiality

13.1 For the purposes of the Agreement, “Confidential Information” means any information, technical data, or know-how (including, but not limited to, information relating to research, products, software, services, data, reports, forecasts, development, inventions, processes, engineering, marketing, techniques, customers, pricing, internal procedures, patents, inventions, trade secrets, methods, processes, product development plans, research, other intellectual property, business plans, marketing plans, strategies, financials and financial information, employee information, and business opportunities) disclosed by the disclosing party (the “Disclosing Party”) to the receiving party (the “Receiving Party”) either directly or indirectly in any form whatsoever (including, but not limited to, in writing, in machine readable or other tangible form, orally or visually): (i) that has been marked as confidential; or (ii) whose confidential nature has been made known by Disclosing Party, orally or in writing, to the Receiving Party; or (iii) due to its character and nature, a reasonable person under like circumstances would treat as confidential.

13.2 The Receiving Party agrees that the Confidential Information it has received from the Disclosing Party will be kept confidential.

13.3 Each of the Parties will use the Confidential Information only for the purposes set out under this Agreement (the “Permitted Purpose”), and for no other purpose without prior written permission of the other Party. Each of the Parties will further ensure that its Representatives use such Confidential Information only as permitted under this Agreement. 

13.4 The Receiving Party may disclose the Confidential Information without the Disclosing Party’s prior written consent only to the extent such information:

1. becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source has represented to the Receiving Party that it is not bound by a confidentiality agreement or similar agreement with the Disclosing Party or its Representatives or is not otherwise prohibited from disclosing Confidential Information to the Receiving Party by any contractual, legal or fiduciary obligation;
2. was known to, or lawfully in the possession of the Receiving Party prior to the time of disclosure by the Disclosing Party, and with respect to which there is no existing obligation of confidentiality;
3. is developed independently by the Receiving Party or any of its Representatives without the use or reliance upon any Confidential Information disclosed by the Disclosing Party;  
4. is or becomes generally available to the public, other than through a violation of this Agreement by the Receiving Party or any of its Representatives; or
5. is required to be disclosed under applicable law or by a governmental order, decree, regulation, or rule of a stock exchange, provided that, to the extent permitted by applicable law, the Receiving Party shall give written notice to the Disclosing Party prior to such disclosure.

13.5 The Receiving Party may disclose the Confidential Information, without the Disclosing Party’s prior written consent to an Affiliate provided that it has been informed of this Agreement and the need to maintain the confidentiality of information disclosed to it. 

13.6 The Receiving Party may disclose Confidential Information to its employees, officers, agents, consultants and professional advisors (the “Representatives”) to the extent such disclosure is reasonably necessary to achieve the Permitted Purpose, and provided that such Representatives have been informed of this Agreement and the need to maintain the confidentiality of information disclosed to them. 

13.7 The Parties may jointly agree in writing to disclose certain parts of the Confidential Information to a third-party whose involvement in the Permitted Purpose is deemed beneficial, and is approved by both parties, on the understanding that such a third-party has been informed of this Agreement and the need to maintain the confidentiality of information disclosed to it.

13.8 The provisions of this clause shall survive and continue to remain in full force and effect notwithstanding any expiry or termination of the Agreement.

14. Sustainability Reporting

14.1 You are solely responsible for the preparation of any Sustainability Report. While Terrascope may provide tools and services in the Platform and/or Services to assist in your reporting, you acknowledge and agree that any tools and services provided to you are provided merely as a convenience to you and that you retain sole responsibility for ensuring the timeliness, accuracy, and completeness of any reports you submit.

15. Anti-Bribery and Corruption

15.1 Each party represents and covenants to the other that it will:

1. comply with all anti-bribery laws and regulations;
2. not engage in, encourage, permit, condone, or tolerate any form of bribery and corruption whatsoever, whether direct or indirect, and whether financial in nature or otherwise;
3. not do, or omit to do, anything that may cause the other party to be in breach of any anti-bribery laws and regulations; and
4. maintain and enforce adequate and effective anti-bribery and corruption policies and procedures designed to promote and ensure that each party shall at all times comply with applicable anti-bribery laws and regulation.

15.2 To the extent permitted by law, each party shall promptly notify the other party of any investigation by a governmental authority (including, without limitation, regulatory agencies) or violations by you of any law or regulation with respect to anti-bribery or anti-corruption laws and any matters relating in any way to the Agreement or which could potentially impact the continuity of its performance of the Agreement.

16. Force Majeure

16.1 No failure or omission by Terrascope to carry out its obligations or observe any of the stipulations or conditions of the Agreement, shall give rise to any claims against Terrascope or be deemed a breach of the Agreement, in the event that such failure or omission arises from a cause of force majeure, which includes acts of God, new statutory enactments or modifications, war or warlike hostilities, pandemics, epidemics, acts of terrorism, civil commotion, riots, blockades, embargoes, sabotage, strikes, lockouts, shortage of material or labour, delay in deliveries from sub-contractors, machine failure caused by force majeure, or any other event that is unforeseeable and outside the reasonable control of Terrascope. Upon the occurrence of any event mentioned in this clause, Terrascope shall for the duration of such event(s) be relieved of any obligation under the Agreement as is affected by the event(s), save that the provisions of the Agreement shall remain in force with regard to all other obligations under the Agreement which are not affected by the event(s). 

17. Notices

17.1 All notices from you to Terrascope regarding the Agreement shall be sent via e-mail to customercare@terrascope.com (copying legal@terrascope.com). Communications delivered by email shall be effective when actually received by Terrascope in readable form and subject to there being no bounce-back notification and/or sending failure notification.

17.2 Terrascope will send notices and other communications to you at the email address you have provided to us in the Sales Order. It is your responsibility to ensure that you provide Terrascope with your current contact email address.

18. General

18.1 Entire Agreement: The Agreement constitute the entire agreement between Terrascope and you in relation to their subject matter and supersede any prior agreements, discussions, representations and undertakings between the parties (whether written or oral).

18.2 Variation: Terrascope may amend the Agreement at any time without notice to you. The amended Agreement will be made available on our website. 

18.3 No Waiver: Any failure by Terrascope to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The rights and remedies of Terrascope provided in the Agreement are cumulative and not exclusive of any rights or remedies (whether provided by law or otherwise).

18.4 Illegality: Should any provision of the Agreement be held invalid, illegal or unenforceable in any respect under the law of any jurisdiction, the remaining provisions of the Agreement shall be unaffected and shall remain in full force and effect and the Agreement will be amended to give effect to the eliminated provision to the maximum extent possible.

18.5 Third Party Rights: Except as expressly set out in the Agreement, any person not a party to the Agreement shall acquire no rights whatsoever under the Agreement by virtue of the Contract (Rights of Third Parties) Act 2001 of Singapore or otherwise.

19. Governing Law and Dispute Resolution

19.1 The Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. 

19.2 The Parties shall use best efforts to resolve any dispute arising out of or in connection with this Agreement and/or any Sales Order amicably by referring the dispute to the parties’ senior management. Should the parties fail to resolve such dispute within thirty (30) calendar days of receipt of the notice of dispute, then the dispute shall be finally resolved by arbitration in Singapore administered by Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator, to be appointed by the President of the SIAC. The language of arbitration shall be English. However, to the extent that the SIAC Rules are in conflict with the provisions of this clause, the provisions of this clause shall prevail.

ANNEX A

Professional Services Terms

These additional terms and conditions set out in this Annex A shall apply to any Professional Services provided by Terrascope to you as set out in the relevant Sales Order.

1. Additional Definitions

1.1 Words and expressions in this Annex A shall have the following meanings unless the context otherwise requires:

• “Operational Document” means a document setting out the timelines, milestones, requirements, technical specifications, and other information for the implementation of the Professional Services as set forth in the relevant Sales Order or otherwise mutually agreed by the parties in writing. Unless expressly incorporated by reference to this Agreement, no Operational Document shall be deemed to form part of the Agreement’s terms and conditions, nor shall it have any legal effect or enforceability; 

• “Professional Services” means technical, project-based, and/or professional services or support offered by Terrascope from time-to-time, and as specified in the relevant Sales Order. These Professional Services may include, but are not limited to, the following services:

  1. systems integration project-work;

  2. activity-based data-management;

  3. product-carbon footprint consulting (including project work to calculate specified and definable stock-keeping units);

  4. tailored training and education;

  5. sustainability advisory services;

• “Professional Services Fees” means the fees and/or charges specified in the relevant Sales Order payable by you to Terrascope for the provision of the Professional Services to you; and

• “Professional Services Term” has the meaning as specified in Clause 2.3 of this Annex A.

2. Scope of Professional Services

2.1 In consideration of the due and proper payment by you of the Professional Services Fees and all other charges set out in the relevant Sales Order and/or this Annex A, Terrascope shall provide you with the Professional Services, in accordance with and subject to the terms and conditions in this Annex A.

2.2 In the event you request for any Professional Services that are not expressly specified in the Sales Order, such request(s) shall be considered additional Professional Services and additional Professional Services Fees shall apply. 

2.3 The Professional Services shall commence on the date set out in your Sales Order or Operational Document, or otherwise as agreed between the parties and will continue until completion of the Professional Services in accordance with the service period as set out accordingly in the relevant Sales Order or unless terminated earlier in accordance with the terms of this Annex A (the “Professional Services Term”).

3. Implementation of Professional Services

3.1 Terrascope shall use commercially reasonable endeavours to adhere to the dates, milestones and timelines specified in the Operational Document to implement the Professional Services. If the completion of the Professional Services and/or any date, milestone and/or timeline in the Operational Document is or is likely to be delayed for any reason whatsoever, Terrascope will notify you of the delay or the likelihood of delay giving the reasons and particulars for such delay or the likelihood of such delay. Terrascope may, but is not obligated to, submit to you a revised Operational Document as soon as practicable whereupon the period for completion of the Professional Services and/or the Professional Services Term shall be correspondingly adjusted. 

3.2 You acknowledge that the dates, milestones and/or timelines in the Operational Document are just estimates and further acknowledge that you will not be prejudiced by any failure on Terrascope’s part to adhere to the dates, milestones and/or timelines in the Operational Document. You shall have no remedy against Terrascope and Terrascope shall not be liable to you or to any third party for any loss or damage suffered or incurred as a result of any delays to the completion of the Professional Services and/or any date, milestone and/or timeline in the Operational Document, howsoever arising.

3.3 If Terrascope is unable to adhere to any date, milestone and/or timeline in the Operational Document (including the final completion date) (i) as a direct or indirect result of an act or omission by you, your employees, contractors, agents or representatives; or (ii) as a direct or indirect result of a breach of the Agreement, including but not limited to this Annex A, by you; or (iii) where the delay or failure to adhere is caused, whether directly or indirectly by circumstances not within Terrascope’s control; or (iv) where the delay or failure to adhere is not directly attributable to Terrascope’s fault, Terrascope may:

1. impose additional charges including any standard charges on a time and material basis, overtime, travel, materials, out-of-pocket expenses; and 
2. if such delay exceeds eight (8) weeks beyond the date of the final completion date under the Operational Document, terminate the relevant Sales Order or part thereof in relation to such Professional Services.

3.4 In the event there are any deliverables (including software and customisations) that are developed for you as part of the scope of the Professional Services, you agree that such deliverables shall be tested and accepted by you in accordance with any acceptance testing procedures set forth in the relevant Sales Order or Operational Document.

4. Your Responsibilities

4.1 In addition to your other obligations described in the Agreement, you shall, at your own cost and expense, perform the obligations described in the relevant Sales Order and/or as may be mutually agreed in writing by the parties and you acknowledge that Terrascope’s obligations and/or ability to perform under this Annex A are conditional and dependent on the satisfactory fulfilment of your obligations described in the Sales Order, as may be mutually agreed in writing by the parties or otherwise provided under this Annex A.

ANNEX B

Service Level

The terms and conditions set out in this Annex B shall apply to any Support Services provided by Terrascope to you as set out in the relevant Sales Order.

1. Additional Definitions

1.1 Words and expressions in this Annex B shall have the following meanings unless the context otherwise requires:

• "BAU” means business as usual;
• “Business Day” means a day other than a Saturday, Sunday, or a day declared to be a public holiday in Singapore when banks in Singapore are open for business. Operating hours for a Business Day shall mean 9AM to 6PM, Singapore time. Support Requests sent after these hours shall count towards the following Business Day for the purposes of this Annex B.
• “Downtime” means the periods where the Services are unavailable due to a Blocker-level or Critical-level Fault and excludes any Emergency Downtime and Scheduled Downtime;
• “Emergency Downtime” means the periods where the Services are made unavailable by Terrascope for the purposes of addressing any Virus or Vulnerabilities in the Terrascope Products;
• “Fault” means the failure of the Terrascope Product to operate as specified in the Service Level Table;
• “Monthly Uptime Percentage” means the total number of minutes in a calendar month less the number of minutes of Downtime in a calendar month, expressed as a percentage of the total number of minutes in such calendar month;
• “Scheduled Downtime” means the periods where the Services are made unavailable by Terrascope for maintenance purposes;
• “Service Levels” means the service level responses and response times referred to in the Service Level Table.
• “Service Level Table” means the table set out in Clause 3.1 of this Annex B;
• “Subscription Credits” means the subscription credits specified in the table set out in Clause 4.1 of this Annex B;
• “Support Fee” means the fees and/or charges (if any) specified in the Sales Order payable by you to Terrascope for the provision of Support Services to you under or pursuant to this Annex B;
• “Support Request” means a request made by you in accordance with this Annex B for Support Services in relation to the Services
• “Support Services” means the support services specified in the Agreement to be provided by Terrascope to you, which may include, but is not limited to:

1. 1. assisting and providing guidance on setting up the Services;

   2. fielding queries concerning the Services;

   3. providing fixes for software defects that may affect the Platform;

   4. providing updates to Service enhancements;

   5. training individual users on the Platform.

2. Support Services

2.1 Support Services shall be provided by Terrascope via email and online in accordance with this Annex B, or as arranged between you and Terrascope. All Support Services shall be provided on an off-site basis (by email).

2.2 You may request for Support Services by way of a Support Request. Each Support Request shall include the description of the Fault and classification of the Fault as set out in the Service Level Table and provided via email. 

2.3 Terrascope is not required to provide any Support Services to the extent that the Faults with the Services arise out of:

1. changes to your operating system or environment which adversely affect the Service;
2. any alterations, modifications, revisions or additions to the Services performed by you;
3. your use of the Services in a manner not in accordance with the Agreement and/or Terrascope’s directions;
4. your integration of the Services with other third-party software products, including, but not limited to your own applications;
5. your use of the Services on equipment other than the equipment for which such software was licensed for use on;
6. your failure to provide suitably qualified and adequately trained operating and programming staff for the operation of the Services; and/or
7. your failure to meet your obligations under the Agreement.
   

3. Service Levels

3.1 Terrascope shall prioritise Support Requests based on its assessment of the severity level of the Fault reported, and use commercially reasonable efforts to respond to all Support Requests in accordance with the responses and response times specified in the table set out below:

3.2 The parties may, on a case-by-case basis, agree in writing to a reasonable extension of the Service Level response times.

4. Subscription Credits

4.1 If the Services experience any Downtime, you shall become entitled to the Subscription Credit(s) specified in the table set out below corresponding to the amount of Downtime experienced by the Services, provided that the Downtime did not result from:

1. a cause outside of Terrascope’s control;

2. the acts or omissions of you and/or any third parties, which include, but not limited to:

1. any improper use, misuse or unauthorised alteration of the Services by you and/or any third party; or

2. any integration of the Services with any of your applications; or

3. the use of your and/or any third-party hardware or software not provided by Terrascope.

4.2 For the avoidance of doubt, failure to meet or achieve a Service Level shall not constitute a breach or material breach of this Agreement. The provision of Subscription Credit(s) shall be your sole and exclusive remedy for any failure by Terrascope to provide the Services as a result of Downtime.

ANNEX C

Product-Carbon Footprint Data

These additional terms and conditions set out in this Annex C shall govern the use of any product carbon footprint data (“PCF Data”) generated for you (through the Platform or outside of the Platform) and / or PCF Data made available to you, including PCF Data generated from information derived from third party sources. 

For the terms and conditions governing the consulting and advisory services to assist you in generating PCF Data for your stockkeeping units or inventory (“SKU”) and follow-up consulting engagements including but not limited to: (i) PCF benchmarking advisory, (ii) advice concerning technical adjustments and modifications to PCF Data, and (iii) use, deployment, and application of PCF Data, please refer to Annex A (Professional Services) of this Agreement.

A. Preamble. 

PCF Data offers insight into aggregate emissions attributed to a specific product through its lifecycle. Parameters can be set for the portion of the lifecycle of a product to be calculated. These parameters are sometimes referred to as “boundaries.” For example, the boundary measure for PCF Data may include multiple stages of a product lifecycle from: (i) the raw material production; to (ii) the distribution of the product; to (iii) the manufacturing of the product. This is referred to as “cradle-to-gate.” Another common boundary measure is called “cradle-to-grave” which includes the stages in cradle-to-gate and additionally: (iv) the distribution-and-retail of the product; to (v) the use-phase or consumption; to (vi) the disposal and recycling of the product.

Terrascope is able to utilise expertise, machine-learning, and other proprietary know-how and technology (“Terrascope PCF Technology”) to generate unique product carbon footprint data that measures the total greenhouse gas emissions generated by a given product.

1. Additional Definitions

1.1 Words and expressions in this Annex B shall have the following meanings unless the context otherwise requires:

• “Generated PCF Data” means the PCF Data created by Terrascope PCF Technology for your requested SKUs.
• “Ingredients” shall refer to the ingredients, components, or constituent elements comprising a given product or SKU. The term shall include information concerning the qualitative descriptions and quantitative proportions and measures of the Ingredients.
• “Intermediate Output” means the calculated carbon footprint of each stage within a product lifecycle boundary;
• “PCF Number” means the calculated carbon footprint for an SKU for a particular boundary. Each calculated carbon footprint for a boundary being a “PCF Number”;
• “Proprietary Ingredients” means your Ingredients which are proprietary to you or Ingredients in your custody or control which you are legally obligated to protect under a duty of confidentiality on behalf of a third party.
• “Third Party PCF Data” means the PCF Data for products or stockkeeping units of third parties which Terrascope makes available to you for benchmarking or other analytical purposes as more fully described in Clause 4 of this Annex C. 

2. Your Proprietary Ingredients

2.1 Terrascope acknowledges and agrees that you or a third party (as the case may be) remain the sole and exclusive owner of all right, title, and interest in and to all Proprietary Ingredients, including all Intellectual Property Rights, subject only to the licenses granted to Terrascope to use the Proprietary Ingredients under this Agreement.

2.2 For Proprietary Ingredients belonging to a third party, you represent and warrant to us that at all times you hold all necessary authorisations, licenses, consents, approvals, to transfer, publish, or disseminate the Proprietary Ingredients to Terrascope and that your use of the Proprietary Ingredients with the PCF-related Services does not infringe the rights of any third-party, including the Intellectual Property Rights of such third party.

2.3 Should you become aware of any Proprietary Ingredients that potentially infringes on third-party rights including third party Intellectual Property Rights, you shall notify us without undue delay, and not later than thirty (30) calendar days following your discovery of the potential infringement. 

2.4 Should we become aware of any potential infringement of your Intellectual Property Rights in the Proprietary Ingredients, we shall notify you without undue delay, and not later than thirty (30) calendar days following our discovery of the potential infringement.

2.5 Terrascope agrees that the Proprietary Ingredients provided by you constitute Confidential Information and shall be maintained as confidential in accordance with Clause 13 (Confidentiality) of the Terms.

2.6 You hereby grant to Terrascope a worldwide, non-exclusive, fully paid up and royalty free licence to use your Proprietary Ingredients: 

1. for the performance of Terrascope’s obligations under this Agreement and any Sales Order; and 

2. to generate data, or create works and materials that are derived from, or based on your data in aggregated, anonymised, or pseudonymised form. Notwithstanding anything to the contrary under this Agreement, Terrascope may use your de-identified or aggregated data for any business purpose, including, without limitation, industry benchmarking, best practice guidance materials, recommendations, analytics, machine learning, customer reports, and to create derived data. In addition, nothing contained within this Agreement shall restrict or prohibit Terrascope’s ability to utilise third party data for any lawful purpose. 

3. Generated PCF Data

3.1 Upon creation of the Generated PCF Data using Terrascope PCF Technology, you and Terrascope shall each have a separate, equal, and undivided interest in and to the PCF Number. Upon request, each party shall take all further actions (including but not limited to executing and delivering any documents) necessary to confirm or perfect the other party’s interest in the PCF Number.

3.2 Both parties covenant for the benefit of the other to exercise caution in the use or dissemination of Intermediate Outputs, and any use or dissemination of Intermediate Outputs does not cause the other party to be in violation of any third party rights including third party Intellectual Property Rights, or cause the other party to be in violation of applicable law or regulation.

4. Third Party PCF Data

4.1 Subject to the terms and conditions of this Agreement, and for the duration of the term stipulated in the Sales Order, Terrascope grants to you and your Affiliates a terminable, non-exclusive, non-transferable, non-sublicensable license to access and view Third Party PCF Data to: 

1. conduct sustainability benchmarking, or other sustainability-related analysis;
2. create management reports or other types of internal reports;
3. make Environmental, Social, and Governance (“ESG”) disclosures or communicate sustainability or other ESG credentials to Licensee’s stakeholders (including suppliers and vendors) or the general public provided always that the use of any Third Party PCF Data including its corresponding Intermediate Outputs (if made available) do not cause Terrascope to be in violation of any third party rights including Intellectual Property Rights, or otherwise cause Terrascope to be in violation of applicable law or regulation; and
4. generate or compile reports to regulators, audit bodies, governmental authorities, or other reporting bodies.

4.2 Except as expressly permitted under this Agreement, you will treat the Third Party PCF Data as proprietary to Terrascope and, except as otherwise provided under this Agreement, keep the Third Party PCF Data strictly confidential. You will inform Terrascope as to its knowledge of any actual, threatened or suspected unauthorised use or disclosure of the PCF Data and will take all steps reasonably necessary (or requested by Terrascope) to protect the rights of Terrascope related thereto.

4.3 You are not permitted to resell Third Party PCF Data.

4.4 You are not permitted to display, publish, or use Third Party PCF Data, in any manner, to any third party, such that the display, publishing, or using of Third Party PCF Data would, in Terrascope’s reasonable business judgment, enable a third party to compete with Terrascope.

4.5 You will use the Third Party PCF Data only as permitted hereunder and in accordance with all applicable laws, rules and regulations. Except as expressly set forth under this Agreement, you will have no other rights or licenses of any kind with respect to the Third Party PCF Data.


Updated - September 10th, 2024