Cloud Sustainability - Terms of Service
1.1 We, Cloud Sustainability Limited, are a company incorporated under the laws of England and Wales with company number 06863577 and VAT number GB164 4438 04 whose registered office is Leeds Innovation Centre, 103 Clarendon Road, Leeds, LS2 9DF (referring to ourselves as “Cloud Sustainability”, “we”, “us” and “our” in these terms and conditions).
1.2 These terms and conditions of service (the “Terms”) relate to your use of our on-line environmental information service offered from our website at www.cloudsustainability.com or other URL from which such service is accessible (the “Website”) which, depending on our fee arrangements with you, may include access to either our ‘Learn’, ‘Comply’ or ‘Improve’ resources on a subscription or ‘pay as you go’ basis (the “Service”). Our Service provides you with access to content and tools in areas of sustainability that include waste management, carbon and energy, environmental management systems, sustainable procurement, and corporate social responsibility to help you build your knowledge and assist you in becoming self-sufficient in all aspects of sustainability management. It also includes any ancillary online or offline products and services provided to you by us, to which you are being granted access under this Agreement, including access to our Technology and the Output as selected on the relevant Order Form.
1.4 We may update these Terms from time to time for legal or regulatory reasons or to allow the proper operation of the Service. Any changes will be notified to you via the e-mail address provided by you on registration or via a suitable announcement on our website. The changes will apply to the use of the Service after we have given notice.
2. Definitions: In these Terms the following expressions shall have the following meanings:
2.1 “Account” means the account that is set up for the Client and through which the Client can access and use the Service using its own unique user ID and password;
2.2 “Authorised User” means each individual user who Cloud Sustainability has authorised to access and use the Service;
2.3 “Client” means the client specified in the Order Form with “User” or “you” meaning: (a) the Client (if the Client is an individual or sole trader); or (b) both the Client and each Authorised User if the Client is a company or other legal entity with each Authorised User being one employee or full-time student of the Client;
2.4 “Client Administrator” means the User designated as such by the Client or as otherwise notified in writing by the Client to us;
2.5 "Client Data" means any content, data, information or material that you input onto the Website using your Account in the course of using the Service including compliance information and financial data relating to your own waste management and sustainability strategies;
2.6 “Effective Date” means the date on which either the Client or as an Authorised User (as applicable) first uses the Account to access the Service;
2.7 "Fees" means the fees to be paid by the Client to us as set out in the relevant Order Form and which may be calculated on: (a) an annual subscription ‘per User per package’ basis; or (b) on a ‘pay as you go’ basis where you are charged each time you wish to access and use any Output;
2.8 "Intellectual Property" means patent rights (whether in inventions or processes), design right, copyright, trade mark rights (including the right to use domain names and social media handles and any goodwill and reputation in any mark), rights in confidential information (including know-how and trade secrets, and any and all other intellectual property rights and sui generis rights (whether now subsisting or in the future created) both in the United Kingdom and all other countries of the world for the full period for which those rights subsist (including any and all extensions and renewals and all vested, future and contingent rights and rights under licences) and all applications for the foregoing;
2.9 “Licence Period” means the period of time for which you can access and use the Website and receive the Service and made up of the ‘Initial Period’ and then further ‘Renewal Periods’, and as further defined and described in Condition 3.2;
2.10 "Order Form" means Cloud Sustainability's order form that is made available either: (a) in paper form and appended to these Terms; or (b) in on-line form to be viewed and completed by you via the Website;
2.11 "Output" means the audio and visual information, documents, software, data, content and other material making up the products and services contained or made available to you by Cloud Sustainability (and/or its licensors) via the Website in the course of your use of the Service;
2.12 "Platform" means our proprietary platform and all its underlying technology (including the Website and all hardware, middleware, software, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible and intangible technical material or information) made available to you by us in providing the Service.
3. Grant of Access and Licence and Service Levels
3.1 You are hereby granted a non-exclusive and non-transferable right to use the Service to the extent the Service has been selected and paid for, solely for: (a) your own use as an individual; and (b) the internal UK business purposes of any business on whose behalf you are authorised to use the Service, in all cases subject to these Terms.
3.2 The right of access and licence granted to you to access and use the Website and benefit from the Services will, subject to earlier termination in accordance with Conditions 5 and/or 8, start on the date on which you pay our first invoice for the Service and continue until the anniversary of the Effective Date (the “Initial Period”). The Licence Period will then, subject to earlier termination in accordance with Conditions 5 and/or 8, automatically renew for further 12 month periods (each a “Renewal Period”) unless the Client shall give at least 3 months’ prior written notice terminating this Agreement prior to the expiry of the Initial Period or any Renewed Period.
3.3 The Client shall procure that all Users are made aware of and comply with the Agreement and, in particular the Terms relating to access to our Website, Technology and Output in this Condition 3. The Client acknowledges and agrees that the Client is solely responsible for each of User’s use of our Website, Technology and Output and shall be liable to Cloud Sustainabilty for any damage or loss Cloud Sustainability suffers as a result of any User’s breach of these Terms.
3.4 In relation to our Website you shall not:
(a) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available in any way to any third party the Service or the Output;
(b) deploy within our Website any spider, robot, web crawler or other automated query program;
(c) re-use and/or aggregate any content or material available via the Website in the provision of a commercial service;
(d) introduce Client Data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(e) introduce Client Data that Cloud Sustainability deems to be irrelevant to the Service;
(f) introduce Client Data or otherwise use the Website and the Service in any way that Cloud Sustainability deems to constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world;
(g) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form our Website, Technology or Output, except as may be allowed by any applicable law;
(h) attempt to obtain, or assist others in obtaining, access to or taking content from our Website, Technology or Output, other than as provided under this Condition 3.
(i) In relation to you and your Users:-
(i) access to our Website when licensed on a subscription-basis shall be limited to the number of individual Users listed in the Order Form. If you wish to increase the number of Users you must notify us and pay our then current additional user subscription fee for each additional User;
(ii) the rights granted under this Condition 3 are granted to you and your Users only for the purposes of your business as carried on at the address given in the Order Form. They shall not be considered granted to any of your other offices, business divisions, subsidiaries, group or holding companies. Each User must complete our registration procedure and must be (and remain whilst the Contract continues) either your full-time employee working exclusively at your office within your business or, if a student, a full-time student enrolled on a course with you. If any User ceases to work exclusively within your office for your business or ceases to be a student enrolled on a course with you, you must notify us so that we can terminate that User’s registration and, if you so request, transfer the registration to another full-time employee working exclusively at your office within your business or another full-time student (as the case may be);
(iii) you shall maintain a list of current Users and you shall provide such list to us on request;
(iv) you shall keep passwords secure
(v) if you discover that our Website is being accessed and used by third parties who are not Users or have not entered into an agreement with us permitting them to use the Service you agree to inform us immediately; and
(vi) we may audit the use of our Website and our Service regarding the name and password for each User. Such audit may be conducted no more than once per month, at our expense, and shall be exercised with reasonable prior notice, in a manner so as to not substantially interfere with normal conduct of your business. If such audit reveals that passwords have been provided to individuals who are not Users, and without prejudice to our other rights, you shall promptly disable such passwords and shall not issue any new passwords to such individuals.
3.5 You acknowledge and agree that the Service is provided on-line via the Website and, accordingly, while we shall use our reasonable endeavours to ensure that access to the Service is available at all times and that the Service operates to an appropriate standard, continuous access cannot be guaranteed. However, we shall use our reasonable endeavours to ensure that any steps taken by us to maintain or up-grade the Service are taken at times that ensure minimum disruption to Users. Cloud Sustainability may also, without notice, at its sole discretion modify the features, availability, operation and/or look and feel of the Website at any time.
3.6 You acknowledge and agree that you are entirely responsible for Client Data. You must evaluate, and bear all risks associated with, the use of Client Data or any reliance on said content. In no circumstances will Cloud Sustainability be liable in any way for Client Data or for any loss or damage of any kind incurred as a result of Client Data being made available via the Service. You acknowledge and agree that whilst Cloud Sustainability does not pre-screen or approve Client Data, Cloud Sustainability has the right (but not the obligation) in its sole discretion to refuse, delete or move any Client Data that is available via the Service for any reason.
3.7 The Service will be provided by us using all reasonable care and skill but other than as expressly stated in this Condition 3, time shall not be of the essence in relation to Service availability.
3.8 You acknowledge that full freedom from errors and incompleteness is impossible to achieve with respect to computer software and the operation of the Website and the Service. If you become aware that the operation of the Website, the Service or any Output contains any error, or is incomplete, you shall promptly notify us upon becoming aware of such error or incompleteness. You undertake to refrain from taking any advantage whatsoever, either knowingly or otherwise, of that error or incompleteness (for example, an error in pricing Output that simply looks too good to be true). Cloud Sustainability reserves the right to recover any such advantage that you do gain from such error or incompleteness, as well as all associated costs, damages and expenses in making such recovery.
3.9 Where the Website contains links to other websites and resources provided by third parties, these links are provided for your information only and used at your own risk. Whilst Cloud Sustainability carefully reviews who it provides links to, it has no control over the content of those websites or resources or the frequency with which they are changed, and accepts no responsibility for them or for any loss or damage that may arise from your use of them.
4. Your Further Obligations
4.1 You are responsible for complying with all applicable laws and regulations in connection with your use of the Service, including those laws and regulations related to data protection, international communications and the transmission of technical or personal data.
4.2 You shall: (a) notify us immediately of any unauthorised use of any password or Account or any other known or suspected breach of security; and (b) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of Output that is known or suspected by you.
4.3 You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.
5. Fees, Payment Terms and Refunds
5.1 You shall pay all Fees and/or charges to your account in accordance with the fees and charges specified in the Order Form and your right to use the Service shall not commence until we receive full payment for the Fees and/or charges set out in the applicable Order Form.
5.2 We reserve the right to change our Fees on an annual basis although any changes to our Fees shall not, for the avoidance of doubt, affect any on-going subscription fees in relation to any on-going subscription period that we have already agreed with you in respect of Users who already use the Service. If we do change our Fees we shall notify you in writing. You may then either accept our Fee changes or elect to terminate the Agreement by notifying us of your wish to do so in writing.
5.3 All amounts and fees stated or referred to in the Agreement are exclusive of VAT.
5.4 We reserve the right to suspend or terminate your access to the Service if any amount due to us from you is in arrears. We need not provide you with advance notice in such circumstances.
5.5 On termination of the Agreement you shall not be entitled to any form of credit, refund or rebate in relation to the Fees.
5.6 We provide access to services on-line and so we do not issue refunds once an Order Form has been completed and Fees for access to the Service and any Output have been paid. Nevertheless, we will consider providing a refund on a case-by-case basis at our sole discretion and this Condition is not intended to affect your statutory rights. If you want to request a refund please contact us at email@example.com and we shall consider each request on a case-by-case basis at our sole discretion. If you believe a payment has been made in error, please contact 0845 287 3850.
6. Intellectual Property
6.1 We (and our licensors, where applicable) own all right, title and interest, including all related Intellectual Property, in and to our Website, Platform, Output and Service.
6.2 Other than the right to access and use the Service as licensed to you pursuant to Condition 3, you acquire no right to use or any right, title or interest in the Website, Platform, the Output and the Service and have no right to any Intellectual Property in them.
6.3 “Cloud Sustainability” and “Waste Expert” and all other names, logos, icons and marks identifying Cloud Sustainability and its products and services are trade marks of Cloud Sustainability Limited and may not be used without the prior written approval of Cloud Sustainability.
7.1 We may, at our sole discretion, terminate your Account and/or use of the Service if you breach or otherwise fail to comply with these Term and we may also terminate our obligation to continue to provide the Services by giving you at least 3 months’ prior written notice at any time.
7.2 Either of us may terminate the Agreement with immediate effect if the other shall have a receiver or administrative receiver appointed over it or any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide reconstruction) or if a court of competent jurisdiction shall make an order to that effect or if the other shall enter into any voluntary arrangement with its creditors or shall be subject to an administration order or shall cease to carry on business.
7.3 On termination of the Agreement your rights to access the Website and access and use the Output and receive the Service shall cease. Any rights that have accrued to either of us at the date of termination will remain enforceable after termination.
7.4 When (and howsoever) the Agreement expires or is terminated, Cloud Sustainability shall continue to store Client Data on its servers for a further 6 months. During this 6 month period, Cloud Sustainability will ask you whether you want an electronic copy of your Client Data to be sent to your nominated e-mail address. If you confirm you do want a copy then Cloud Sustainability shall send it to you at your nominated e-mail address. If you confirm you do not want a copy or if you fail to respond to Cloud Sustainability's request within a 6 month period Cloud Sustainability will then delete all Client Data from its servers. YOU ACKNOWLEDGE AND AGREE THAT ON THE EXPIRY OF THIS 6 MONTH PERIOD YOUR CLIENT DATA AND YOUR ACCOUNT INFORMATION MAY BE DELETED FROM CLOUD SUSTAINABILITY’S DATABASE AND THAT CLOUD SUSTAINABILITY SHALL HAVE NO LIABILITY TO YOU WHATSOEVER FOR SUCH TERMINATION AND DELETION.
8.1 Cloud Sustainability provides access to content and tools in areas of sustainability that include waste management, carbon and energy, environmental management Systems, sustainable procurement, and corporate social responsibility to help you build your knowledge and assist you in becoming self-sufficient in all aspects of sustainability management. You use the Website and the Service at entirely your own risk. You must evaluate, and bear all risks associated with, the use of the Website and the Service or any reliance on said information. All decisions that you make in relation to the information that the Website and the Service provide are made at your own risk. We do not purport to give advice to you of any kind on what you should or should not do in relation to sustainability management and environmental law compliance. We simply provide you with tools and content to help you make such decisions. You remain responsible for any decision that you make in using the Website, and in taking such decisions regard must be had to the restrictions on the scope of the Service and to the large number of other factors of which you and your chosen advisers are, or should be aware from sources other than the Website in respect of sustainability management and environmental law compliance.
8.2 The express terms of the Agreement are in place of all warranties, representations, conditions, terms, undertakings and obligations which but for the Agreement would be implied or incorporated into the Agreement, or any collateral agreement, by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
8.3 Nothing in the Agreement shall operate to exclude or limit liability for: (a) death or personal injury caused by the negligence of Cloud Sustainability its servants, agents, employees or sub-contractors; (b) any breach or contravention of the terms implied by Section 2 Supply of Goods and Services Act 1982; or (c) fraudulent misrepresentation.
8.4 Subject to the express provisions of these Conditions, we do not make any representation or warranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Service, the Website or any Output. Neither we nor our licensors represent or warrant that: (a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; (b) the quality of the Service or the Output will meet your requirements or expectations; (c) the Service or the server(s) that make the Service available are free of viruses or other harmful components. The Service and all content is provided to you strictly on an "as is" basis; (d) any stored data will be accurate or reliable; or (e) any errors or defects will be corrected.
8.5 To the extent permitted by law, we exclude: (a) liability (whether arising in contract, tort or otherwise and whether or not due to its negligence) which we may otherwise have to you as a result of the provision of the Service; (b) any other liability for indirect or consequential loss or damage incurred by you in connection with the Service including any liability for: (i) loss of income or revenue; (ii) loss of profits or contracts; loss of anticipated savings; and, (iii) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
8.6 Subject to Condition 8.3, our maximum aggregate liability arising out of or in connection with the Agreement or any collateral agreement, whether in contract or tort (including in each case negligence) or otherwise shall in no circumstances exceed the total subscription payments you have paid to us or the fees you have paid to us on a ‘pay as you go’ basis (as applicable) in the 6 month period prior to the event in question giving rise to the claim.
(a) For the purposes of these Terms, ‘Confidential Information’ means the Agreement and all information obtained by one party from the other pursuant to the Agreement and its performance which is marked, or ought reasonably to be regarded as confidential including Cloud Sustainability's trade secrets, financial, technical and marketing information, software, specifications, intellectual property, ideas, technology, processes, knowledge and know-how, details of clients/customers, suppliers, prices, discounts, margins and current trading performance and future business strategy.
(b) Except as provided by Conditions 9.1(c) and 9.1(d), each party shall at all times during the continuance of the Agreement and for 5 years after its expiry or earlier termination: (i) use its best endeavours to keep all Confidential Information confidential and not disclose any Confidential Information to any other person; and (ii) not use any Confidential Information for any purpose other than to comply with its obligations or exercise its rights under this Agreement.
(c) Any Confidential Information may be disclosed by either party to any governmental or other authority or regulatory body or any of its employees, officers or agents to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and subject in each case to the relevant party using its best endeavours to ensure that the person to whom the Confidential Information is disclosed keeps this confidential and does not use it except for the purposes for which the disclosure is made.
(d) Any Confidential Information may be used by either party for any purpose, or disclosed by either party to any other person, to the extent only that: (i) it is at the date hereof, or hereafter becomes, public knowledge through no fault of the disclosing party (provided that in doing so the disclosing party shall not disclose any Confidential Information which is not public knowledge); or (ii) it is or becomes available to the disclosing party otherwise than pursuant to this Agreement and free from any restrictions as to its use or disclosure.
9.2 Dealing with Rights and Obligations: Cloud Sustainability may at any time assign, transfer, charge or otherwise deal in any way with its obligations and the benefit of all or any of its rights under the Agreement. Cloud Sustainability may sub-contract any of its obligations hereunder to any third party. You shall not at any time assign, transfer, charge or otherwise deal in any way with your obligations or the benefit of all or any of your rights under the Agreement.
9.3 Events Beyond our Control: Cloud Sustainability shall not be able to you for any breach of these Terms or any failure to provide or delay in providing our services through our Website resulting from any event or circumstance beyond our reasonable control including acts of God; war; riot; civil commotion; fire; flood; adverse weather; terrorist action; nuclear, chemical or biological contamination; governmental order, rule or regulation; failure of telecommunications that provide connectivity to the Website and Technology from a public or private network such as the Internet; and default of suppliers or sub-contractors;.
9.4 Entire Agreement and Variations: The Agreement constitutes the entire understanding and constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous agreement between the parties as to such subject matter. The Agreement may not be altered, amended or modified except in writing signed by duly authorised representatives of each of us.
9.5 Unenforceability: If any provision in the Agreement is, in whole or in part, held by a court or other authority of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part thereof shall to that extent be deemed not to form part of this Agreement and the enforceability and validity of the remainder of the Agreement shall not be affected.
9.6 Notices: All notices given under or in connection with the Agreement shall be in writing and shall be sent to the address of the recipient set out in the Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this Condition. Any such notice may be delivered personally by hand (including by commercial courier) or by first class pre-paid letter or by fax, and shall be deemed to have been served, if by hand, when delivered; if by first class post, 48 hours after posting; and if by fax or e-mail, when successfully despatched in full.
9.7 Third Party Rights: The Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and it is not intended to benefit, or be enforceable by, anyone else.
9.8 Independent Contractors: The relationship of the parties is that of independent contractors and this Agreement does not constitute either party the agent of the other, or create a partnership, joint venture or similar relationship between the parties, and neither party shall have the power to bind the other or to create a liability against the other in any way.
9.9 Governing law and jurisdiction: The Contract (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to them or their formation) shall be governed by and interpreted in accordance with English law and, for these purposes, the parties irrevocably submit to the exclusive jurisdiction of English courts.
10. Storage of information and Data: We shall use our reasonable endeavours to maintain the security of Client Data stored by us as part of the Services (being to a standard no less than that to which we maintain the security of our own data), but otherwise shall have no liability for any unauthorised access gained to such Client Data or its deletion, corruption, destruction, loss or failure where it arises: (a) from use of a User identification or password; or (b) otherwise than due to our gross or wilful negligence.
11. Data Security & Hosting
The security of Cloud Sustainability's client information and data is a top priority for Cloud Sustainability. Cloud Sustainability uses a system which provides automatic backups and are undertaken daily at each of the UK-based datacentres we use. Cloud Sustainability also uses a system of RAID technology and hot standby backups meaning that our primary and secondary backup servers run simultaneously, enabling all data from our primary server to be mirrored to our secondary server in real time. This provides us with two secure server systems which will contain identical copies of your data. Our hosting provider guarantees 99%+ uptime. In the very rare event that we require a reboot or one server doesn’t backup, you can be assured that all your data will still be securely saved. If you would like to know more information about data security at Cloud Sustainability then please contact our technical support team at firstname.lastname@example.org
Company Name: Cloud Sustainability Limited (an English company)
Registration Number: 06863577
VAT Number: GB164 4438 04
Registered Office: Leeds Innovation Centre, 103 Clarendon Road, Leeds, LS2 9DF