Terms of Use

WHO WE ARE

We are Track Zero Labs Ltd (us/our/we), a company incorporated in England and Wales with registered number 15201624 and with our registered office at X+Why, Unity Place, 200 Grafton Gate, Milton Keynes MK9 1UP and the creators of the Software, known as TrackZero.
We operate trackzero.eco, a platform to help businesses on their sustainability journey, including measuring their carbon footprint, planning and implementing reductions, reporting their emissions, and sharing their journey.

YOUR ACCOUNT

By creating an Account on the TrackZero website or Service, executing an Order Form, or otherwise accessing or using the Service, you as a User of the Services, in whatever capacity (either as a customer, agent or beneficiary), accept these terms on behalf of the organisation named on the Account, referred to as the Company, and agree to be bound by the Agreement. This creates a legally binding contract with us.
You also confirm that you have the necessary authority to enter into this Agreement on behalf of the Company. If you do not have that authority or do not want to accept these terms, you must not access or use the Service.
The following additional terms also apply to your use of TrackZero and your account:
1. Our Privacy Policy, which sets out the terms on which we process personal data;
2. Our Cookie Policy, which sets out information about the cookies on TrackZero; and
These terms were last updated on 12/02/2025.

THIS AGREEMENT

This Agreement explains the rights and responsibilities both you and we have regarding your access to and use of the Service.
This Agreement will come into force on the Order Acceptance date and, unless cancelled earlier in terms of this Agreement, will continue for the duration of the Subscription Period, after which it will automatically expire.
We may update any part of this Agreement, or other documents referred to in it from time to time by notifying you by reasonable means (including, without limitation, serving notice of it). If you do not agree to any such update, you should cancel this Agreement and immediately stop using the Service.
In the event of conflicting terms between the Order Form and these terms, the terms of the Order Form shall prevail.
These terms replace and supersede any previously agreed terms between you and us in relation to the Service as of this date.

INTERPRETATION

When we use words in the singular form, they also include the plural form, and vice versa. For example, when we say "device," it also includes "devices" and vice versa.
When we talk about "persons", we are including all sorts of groups, like partnerships, trusts, corporations, and even governments.
References to statutory provisions, regulations or laws include any changes, amendments, extensions, consolidations, replacements, or re-enactments of those provisions, regulations or laws.
When we use the word "include" or "including," it does not limit the scope, and when we use the word "other" or similar terms, it does not restrict the meaning to a specific class or category.
Definitions given in this Agreement will bear the same meanings in any Schedule unless the Schedule provides its own definitions.

DEFINITIONS

The terms used in this Agreement will have the meanings as set out below:

“Account” refers to the unique user and organisation profile that you create when signing up for the Services. This includes your login credentials, personal information, settings, preferences, and any data you store or manage through the Platform. Your Account allows you to access and use the services.
“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.
“Aggregated Data” means data derived from multiple users or companies, combined and anonymised to prevent the identification of any individual user or company.
“Agreement” means this document together with all schedules and annexures, unless explicitly stated otherwise.
“Applicable Law/s” means all laws, regulations, directives, statutes, subordinate legislation, and common law that apply to the Service or Parties' obligations under this Agreement in any territory.
“Authorised User” means your employees, contractors, agents, and Affiliates which are authorised to access the Service on your behalf in accordance with this Agreement.
“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London.
“Beta Product” means the Service in a Beta testing form before actual commercial launch.
“Carbon Footprint” means the total greenhouse gas emissions associated with an organisation’s activities, expressed as carbon dioxide equivalents (CO2e).
“Confidential Information” all information (whether in oral, written, or electronic form) relating to our business, technology, know-how or Intellectual Property Rights which may reasonably be considered to be confidential in nature; any manuals and user guides relating to our services; all information relating to our pricing terms; and all passwords and access details for our services; any flaws in our services.
“Collaborator” means an individual or organisation authorised by you to access and use specific aspects of the Service and Company Data.
“Collaborator Access” means the permissions granted to a Collaborator by the Company to access, view, edit, or manage Company Data within the Service.
“Company Data” means any commercial or proprietary data that you upload, input or submit into the Services or shared by you with us.
“Data Protection Laws” means as applicable and binding on either party or the Service: the UK GDPR (General Data Protection Regulation), the Data Protection Act 2018, any laws which implement any such laws and any laws that replace, extend, re-enact, consolidate, or amend any of the foregoing.
“Devices” means the hardware, including but not limited to desktop computers, laptops, servers, smartphones, tablets, or any other computing or electronic devices, that are able to access and use the Services via an Internet connection.
“Intellectual Property Rights” means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights, domain names and all similar rights and, in each case: whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and wherever existing.
“Invoice” means a document created by us that details the Fees applicable to your access to the Service and serves as a formal request for payment.
“Licence Manager” means a Collaborator responsible for managing access to the Service on behalf of the Company, including allocating and managing user licences.
“Operational Data” means data points related to energy consumption, travel, and other activities contributing to carbon emissions.
“Order Acceptance” means the date of our formal acceptance of your purchase of the Service and communicated to you by email.
“Order Form” means the document or digital form executed by the Company to confirm the subscription to the Service.
“Outputs” means the reports, insights, and data generated by TrackZero based on the inputs and methodologies applied.
“Party” or the “Parties” refer to the parties to this Agreement.
“Personal Data” has the meaning given to Under the UK General Data Protection Regulation (UK GDPR) and essentially means any information that can be used to identify an individual (“Data Subject”) either directly or indirectly. This can include things like names, addresses, phone numbers, email addresses, IP (Intellectual Property) addresses, location data, biometric data, and more. It also includes factors specific to the person's identity.
“Platform” refers to the software application, website, or online service provided by us, that you access and use through the internet. This includes all the tools, features, and functionalities offered as part of the Service, as well as any updates, enhancements, or modifications made to it.
“Relief Event” means any breach by you or Force Majeure event (which means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.
“Research Partner” means an organisation or institution authorised to access Aggregated Data for the purpose of conducting research or studies.
“Service” means the service provided by us in terms of this Agreement where we host the Software, and you have the ability to access it remotely.
“Software” means the software owned by us used in the provision of the Service, created by us, and known as TrackZero, to which you have subscribed.
“Subscription Period” means a period (agreed on your sign-up for the Service) which will run from the Order Acceptance. Each renewal period as described in clause 6.2 is a Subscription Period. In the event of a Trial, it will mean a period agreed on sign-up and will not renew automatically.
“Trial” means a limited period of evaluation during which a Company is granted access to and use of the Service for evaluation purposes, with the object of testing and providing feedback on its functioning.
“UK GDPR” means the retained version of Regulation (EU) 2016/679 (the “GDPR”) as it is applied in the United Kingdom with effect from 1 January 2021, as amended from time to time and any successor legislation.
“User” means a company or individual in direct receipt of the Services under this Agreement.
“User Data” means any Personal Data or personal information contained within the data provided to us by you, accessed by us, or inputted into the Services, including for instance the personal details and any other relevant information used for delivery of the Service.

RIGHTS OF USE

On Order Acceptance and subject to this Agreement, we give you a non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable right to use the Service, which:
1. is only for your internal business use and by Authorised Users;
2. for a period specified in clause 6.2;
3. is for specific, limited use and can be cancelled by us;
4. can only be used in the United Kingdom by those over 18;
5. is also subject to the other restrictions under this Agreement;
6. covers content and materials, including all of our support resources. It also covers updates to the Service unless they come with separate terms, in which case we will give you an opportunity to review and accept the new terms.
We give you a right to access the Service for the Subscription Period of 12 (twelve) months at a time (unless we agreed differently on sign-up or if you are taking part in a Trial, in which case you will have access for a particular period as agreed on Account sign-up), and the first Subscription Period will start from the date of Order Acceptance/your acceptance that you are willing to take part in a Trial in writing as the case may be. At the end of each Subscription Period (excluding in the event of a Trial), it will automatically be renewed for another 12-month (or other agreed) period (each renewal period being a Subscription Period), unless you cancel earlier. Subscription Periods may be cancelled earlier in accordance with this Agreement and using the Service interface.
Please be aware that you do not own the Service but only the right to access it on the Devices you own or control, in line with any Platform rules.
The right of access to the Service does not include:
1. access to the internet;
2. dedicated data backup or disaster recovery facilities.

USE OF THE SERVICE

You agree to not use or access the Service contrary to any restriction stated in this Agreement or otherwise in a way that is not expressly permitted by this Agreement or is illegal.
Access to the Service is only available through the Platform. You must comply with the terms of use of the Platform, as well as this Agreement, but, if there is any conflict between them, you should follow the Platform terms in respect of the conflict.
You acknowledge that access to the Service is at all times subject to your compliance with the requirements identified in this Agreement as updated from time to time or sent to you via e-mail.
The Service is designed to be accessible and functional across Devices, however, please note that different types of devices may have different screen sizes and processing capabilities, which may change the user experience.
You may allow Authorised Users to access the Service on your behalf. Any obligation on you to do or not do under this Agreement will include an obligation on you to ensure that all Authorised Users also do, or refrain from doing, such act. We may charge you extra to add Additional Users to your account depending on your subscription tier.
You will:
1. be liable for the acts and omissions of the Authorised Users' as if they were your own;
2. ensure that only Authorised Users access the Service at all times and inform us immediately if anyone other than an Authorised User is believed to use or have access to the Service. You will ensure that any use is only for your benefit and not for any other purpose/third party’s benefit;
3. procure that each Authorised User is aware of and complies with the obligations and restrictions imposed on you under this Agreement, including all obligations and restrictions relating to the Confidential Information.
4. inform us immediately if any system used to access the Services is hacked.
You may authorise external Collaborators to access its Company Data via the Service. Collaborators can be invited directly by you or may be the provider of TrackZero to you.
Collaborators may have varying levels of access and permissions, which are controlled by you. These may include viewing, editing, verifying data, managing licences, or accessing aggregated data for reporting or research purposes.
You are responsible for managing the roles and permissions assigned to each Collaborator and ensuring that the Collaborator’s use of Company Data complies with applicable laws and this Agreement.
Collaborators shall only use the Company Data for the purposes agreed with you and in accordance with this Agreement. TrackZero shall not be responsible for any actions taken by Collaborators that fall outside the scope of these permissions.

CARBON EMISSIONS CALCULATIONS

TrackZero enables businesses to estimate their operational carbon footprint by processing data from your operational activities and additional information that you may provide.
TrackZero generates results using proprietary methodologies that incorporate activity-based data, spend-based data, and recognised third-party datasets. Due to the nature of these methodologies, the Outputs provided are estimates and are not independently verified.
The calculations performed by TrackZero rely on Operational Data supplied by you about your organisation’s activities and external datasets from recognised sources, which may change or be updated periodically.
You are solely responsible for ensuring that all data and information provided to TrackZero is accurate, complete, and lawful. You warrant that you have the necessary rights, permissions, and authority to provide, upload, and allow us to use this data in accordance with this Agreement.
While we strive for accuracy, the reliability of Outputs depends on the quality of the data you provide. We cannot be held liable for inaccuracies in Outputs that arise due to incomplete, incorrect, or inaccurate data provided by you, or errors or inconsistencies in third-party datasets incorporated into our calculations.

TRIALS

A Trial is a limited period of evaluation or use, lasting for the amount of days agreed on account signup, during which a Company is granted access to and use of the Services. Your use during the Trial is subject to these terms and conditions, and you acknowledge that any data or information generated or submitted during the Trial may be subject to limitations, such as data retention policies or usage restrictions, as we may specify.
At the end of the Trial period (which will be automatic and without further notice at the end date), unless otherwise agreed, your access will be cancelled, unless you enter into a separate subscription or purchase agreement with us.

WHAT YOU MAY NOT DO

You will not, and will not attempt to (except as expressly permitted under this Agreement or another written agreement between us specifying that you may):
1. copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, alter, edit, store, archive, display publicly or to third parties, sell, license, lease, rent, assign, transfer, disclose, (in each case whether or not for charge) or in any way commercially exploit any part of the Service. In short, you must not copy, change, share, sell, or use the Service in any way that's not part of running your own business or using it in your own business, and you cannot make money from it in any other way;
2. let anyone else use the Services, even indirectly, whether they pay you or not. This includes not letting them use it by giving them a sub-license;
3. make new versions or improvements to the Services based on: (a) any software or platforms we use to give you the Service; or (b) any part of the Service itself.
4. permit the Service or application(s) (or any part) to become incorporated into any other program or service or to be combined or merged with any other program other than solely for the purpose of using the Service under this Agreement;
5. attempt to reverse engineer, the functioning of, decompile or otherwise derive or access the source code of the Service;
6. create any software that is remarkably similar to, and would not be reasonably possible to make without using, examining, analysing, and understanding the details and know-how of the Services;
7. remove, change, hide, rebrand, translate, add to, or alter any trademarks, terms, warranties, disclaimers, Intellectual Property Rights, ownership rights, or other symbols, notices, marks, or serial numbers connected to the Service;
8. access the Service (or any part of it) for any purpose other than the purpose it was intended for under this Agreement;
9. export or allow access to the Services from any country where a licence or other approval is required to use it and you will be fully liable for any such exporting/use;
10. share or make public any information about how you find the Service, including things like its availability, functions, problems, or performance. This includes sharing this information through things like screenshots, pictures, or videos, whether it is publicly or with anyone else/a third party;
11. use the Service in ways that: (i) break any laws, especially ones about privacy and data protection in any relevant places; (ii) go against and is in breach of this Agreement; (iii) disrupts, interferes with, disables or hinders the Service or any part of our operations, business, systems, or that of anyone else; (iv) can harm or put anyone at risk/in danger; (v) infringes any Intellectual Property Rights; (vi) gather, collect or harvest any information or data (other than the User Data or Company Data) from any part of the service or our systems or try to decode any transmissions to or from the servers;
12. use the Service to store, send, process or transmit any data, User Data, or Company Data that: (i) is illegal, obscene, indecent, threatening, harassing, racist, defamatory, or libellous; (ii) could harm or endanger anyone, whether emotionally or physically; (iii) can be seen as slander, intimidation or bullying; (iv) contains any viruses, harmful codes, or malicious software, like malware, trojans, ransomware, or spyware, provided that nothing in this Agreement excludes any of your rights under Applicable Law which cannot be excluded or limited by agreement.

DATA PROTECTION

Protecting your personal data is important to us. Our latest privacy policy can be found at https://www.trackzero.eco/privacy-policy/.
We do not use any personal data we collect through your access to the Service and other services we provide other than in the ways set out in our privacy policy or instructed by you, and indemnify you against any breach to the maximum liability set out in this Agreement.
You agree and undertake to always comply fully with your obligations under the applicable Data Protection Laws as regards the collection, storage and use of Personal Data when using the Services and indemnify us in full for any loss or damage we suffer in relation to your breach of this clause.
When you share access to Company Data with Collaborators, both parties (you and the Collaborator) are responsible for ensuring compliance with applicable data protection laws in relation to the shared data.
TrackZero provides the technical means for data sharing but does not act as a data controller in these collaborations. You must establish your own data-sharing agreements or obtain appropriate assurances from Collaborators regarding their handling of shared data.

YOUR RESPONSIBILITY TO US

In case something you do while using our Services causes loss or damage (excluding any related to personal injury or death) that are not a result of our negligence (such as someone suing us or us having to pay legal fees due to you not complying with this agreement or the law including, without limitation, any allegation that any User Data or Company Data infringes any third party Intellectual Property Rights or is unlawful) you agree to take responsibility and cover these costs.
You agree to indemnify us from and against any losses, claims, damages, liability, Data Protection Losses, costs (including legal and other professional fees) and expenses incurred by us (or any of our Affiliates) as a result of your breach (including that of your Affiliates, contractors, agents, employees and Authorised Users) of our Agreement and that includes but is not limited to (i) reasonable legal fees and court costs incurred by us and associated with defending against any legal claims; (ii) settlement amounts or damages awarded against us in any legal proceeding; (iii) costs incurred in enforcing this indemnification clause; (iv) any other expenses or losses resulting from your actions while using our Services.
If any situation arises where you need to indemnify us, we will notify you in writing. You agree to pay any amounts due under this clause 12 within 30 (thirty) days of receiving such written notice.

SUPPORT AND CONTACT

If you need to get in touch with us, you can do so by visiting our support pages on our Platform or by emailing us at
If we need to get in touch with you, we will do so by email or call.

UPDATES/MAINTENANCE ON THE SERVICE

Even though we will do everything we can for you to access the Service continuously and without fault, it may not be possible to always be free of bugs or errors. You agree that the existence of minor bugs or errors will not constitute a breach of this Agreement, however we will do our best to fix any bugs or errors as soon as possible.
We may update the Service from time to time for any reason that includes fixing bugs or improving performance, functionality, reflect changes to the operating system or address security issues.
We might also change or remove functionality, but if we do that, we will ensure that the Software still meets the description provided to you when you first purchased it.
We will try to give you a notice in advance in case of scheduled maintenance. However, please be aware that there might be instances where the Service goes down due to emergencies or reasons beyond our control, where an advance notice may not be possible. In such cases, even though we are committed to providing a reliable service, Service availability may be disrupted for durations beyond our initial estimation.
In cases of unplanned disruptions, we will make reasonable efforts to notify you promptly once aware of the issue.
Updates of the Services will be implemented automatically. If you circumvent, stop, or opt out of automatic updates, you may not be able to continue using the Service.
You will also be required to keep fully updated any and all software, applications, security settings and third-party programs on your devices by installing updates immediately once available. If you do not update it and there is a security breach, we cannot be held responsible for any loss or damage that might occur as a result.
We have the right to modify the features and functionality at any time but will not be under any obligation to do so. We will always endeavour to make the features and functionality more advantageous to you and not less.
Please note that the Service relies on a number of things working properly to enable you to enjoy all of its features. Many of these, such as your internet connection, and your device, are entirely outside of our control. Although we will do everything we reasonably can to resolve issues, we are not responsible to you if you are unable to use all or any part of the Service due to a poor internet connection, faulty components in your device, or anything else that it would not be reasonable to expect us to control.

FEES

In consideration of being granted the right to access the Service in accordance with this Agreement, you will pay us the fees applicable to you under this Agreement as per Invoice unless otherwise agreed. Fees will be payable in advance and are exclusive of VAT (Value Added Tax).
All payments under this Agreement will be free and clear of all deductions, withholdings, set offs or counterclaims, save only as required by Applicable Law or as otherwise agreed in writing.
Where sums due under this Agreement are not paid in full by the due date, we may charge interest on such sums at four percent (4%) a year above the base rate of Barclays Bank PLC time to time in force and suspend your access to the Service. Interest will apply from the due date until payment is made in full.
If you cancel this Agreement for any reason or access to the Service is temporarily disrupted or suspended due to reasons beyond our control, you will not be entitled to receive a refund for any fees paid in advance.
We may increase the Fees for any Services at any time. If you are an existing subscriber, and any changes are to take effect during your current subscription term, we will provide you with 30 (thirty) days' prior written notice of such changes. For non-subscription products, we reserve the right to amend our Fees without providing prior notice.
This clause 15 will not apply to a Trial.

WARRANTIES

We warrant that:
1. the Service will work as described when used according to our Agreement (except for the situations we stated otherwise) during the relevant Subscription Period; and
2. we will provide our obligations under this Agreement with reasonable care and skill.
If there is a breach of any warranty in clause 16.1, we will, at our option: use reasonable endeavours to repair or fix the Service within a reasonable time or (whether or not we have first attempted to repair or fix the Service) refund the Fees (partially or in full, in our discretion) that you paid us for the relevant Subscription Period when we were in breach of the warranty. To the maximum extent permitted by law, this clause is your only remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 16.1.
The warranties in clause 16.1 are subject to the other limitations set out in this Agreement such as the errors arising as a result of:
1. incorrect operation or access to the Service by you or any Authorised User (including any failure to follow the Agreement, our user guides for the Service (including the instructions on how to use the Service or failure to meet minimum specifications);
2. access to the Service other than for the purposes for which it is intended;
3. access to the Service with incompatible software, services, or equipment (unless we recommended you otherwise);
4. any act by any third party (including hacking or the introduction of any virus or malicious code);
5. any modification, update, or maintenance of Software (other than that undertaken by us or by our direction); or
6. any breach of our Agreement by you or by any Authorised User.
Other than as set out in this Agreement and subject to clause 25.5, all warranties, conditions, terms, undertakings, or obligations whether express or implied by statute, common law or otherwise and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the extent permitted by law.

INTELLECTUAL PROPERTY RIGHTS

We, or the third party (when it comes to third-party apps or software used to deliver the Services) own all the Intellectual Property Rights tied to the Service (or the third party does for their software). This includes things like related documents, apps, and data (but not User and Company Data). You agree to sign any documents and do anything we think is needed to confirm this ownership.
You agree that Intellectual Property Rights in the Service are not sold to you, and that you have no rights in, or to, the Service other than the right to use them in line with this Agreement or the terms of the particular third-party software as the case may be.
You and your Authorised Users might be able to store or send Company and User Data via email or other means to a place outside our control, using the Services functions. We take no responsibility for any data (Company or User Data) once it leaves the Services environment, and you indemnify us for any loss or damage related to such data being outside our systems and control.
You give us and our subcontractors a free, non-transferable, non-exclusive licence to use, copy, and make use of the Company Data and User Data but only as far as is necessary to comply with or carry out our rights and obligations in terms of this Agreement and any Data Processor Agreement with you or any Applicable Laws.
This clause 17 will survive the cancellation or expiry of our Agreement.
TrackZero may aggregate and anonymise Company Data and User Data across multiple users for the purpose of research, product improvement, and reporting. Such aggregated data will not contain identifiable information and may be shared with third parties, including research institutions and Collaborators, for the purpose of sustainability research, impact analysis, and sector-wide reporting.

DEFENCE OF ANY IP INFRINGEMENT CLAIMS

Should any claim arise against you by someone else saying that your use of the Services infringes any copyright, database right, or registered trademark, design, or patent in the United Kingdom (this is called an IP Claim), you will let us know without delay within 24 (twenty four) hours of receiving such claim or getting knowledge in any way of any possible claim, in writing.
We will immediately be allowed to take over the defence of such claim and you will not do or say anything that might negatively impact our ability to defend or settle a claim and you will help us as much as we may reasonably need from you.
If there is an IP Claim, we can choose to end our Agreement right away by written notice and refund you for any unused portion of Fees paid in advance or we can choose to remove the cause of any claim and continue to supply you with the services under this Agreement.
We won't be liable or obliged to defend any IP Claim that arises from 1) any changes made to the Services without our written approval; 2) any of your Company Data or the User Data; 3) any Free or Trial services; 4) any Open Source Software; 5) any breach of our Agreement by you; 6) the Services being installed or used differently than this Agreement states; or 7) the Services being used with any software, hardware, or data not supplied or expressly authorised by us.
If despite the above, you suffer actual damages due to any payment or costs award in terms of a final judgement or determination against you, we will be liable for such actual loss suffered (only).
The provisions of this clause 18 are your only remedy for any IP Claim.

FEEDBACK

We are free to use any ideas or suggestions for improvements or changes to the Service (or other services) that you, or any Approved User, provide to us (also during a Trial). These ideas or suggestions are collectively called Feedback. We can use this Feedback for any purpose without having to pay or limit its use. By providing Feedback, you agree to give us all ownership rights, now or in the future, to the ideas and suggestions in the Feedback. This includes waiving any personal rights related to authorship or integrity of the ideas and suggestions. These rights transfer to us the moment the Feedback is first given to us. This applies to Trials as well.

MONITORING & SUSPENSION

We may monitor, collect, store, and use any information in, about or relating to the Service (including, without limitation, information on their performance and use, to monitor for or detect breaches of this Agreement or errors and for the maintenance, development, and improvement of our services. This will also be applicable during a Trial.

SUSPENSION

We may suspend your or any Authorised Users' access to the Service/(or any part of it) if:
1. we suspect that there has been any misuse of the Software or breach of this Agreement;
2. you fail to pay us any sums due under this Agreement; or
3. it is required by law, by court or governmental or regulatory order.
Where the reason for the suspension is suspected misuse of the Service or breach of our Agreement, without prejudice to our rights under clause 26, we will take steps to investigate the issue and may restore or continue to suspend access at our discretion.
In relation to suspensions under clause 21.1(b) above, we will try to restore your access to the Service promptly after we receive Fees in full and cleared funds.
The Fees will remain fully payable during any period of suspension and no refunds will be given.

COMPANY DATA

You shall own all right, title and interest in and to all Company Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Company Data.
You warrant and represent that you have the authority, including all necessary rights, licences, and permissions, to submit, upload and use, and to permit TrackZero to use and process the Company Data and User Data in accordance with this Agreement.
Solely to the extent needed for fulfilling its rights and obligations under the Agreement as well as for the purpose of developing and/or improving the functionalities and features of the Service, you grant TrackZero a perpetual, world-wide, irrevocable, and royalty-free right to use Company Data in any manner and form during the Term and in aggregated form after termination and/or expiry of the Agreement.
The rules governing the processing, deletion, and other terms of handling the User Data are detailed in our privacy policy which can be found at https://www.trackzero.eco/privacy-policy.
We may share anonymised aggregated data with our partners in line with our privacy policy from time to time which can be found at https://www.trackzero.eco/privacy-policy.
It is the sole obligation of you to ensure that you possess a necessary back-up of Company Data at all times. You acknowledge and agree that, following expiry or termination of this Agreement, you will not have access to the Service or to any Company Data stored in or as part of the Service and you will be solely responsible for maintenance of Company Data after such point. TrackZero may delete and destroy Company Data in accordance with TrackZero’s standard procedures for deletion of data, back-up and administration as applied by TrackZero from time to time.
Where third-party software or services are used in conjunction with the Service, we do not accept responsibility for the security or handling of Company Data within such third-party environments.
You may authorise the sharing of its Company Data with Collaborators for specific purposes, including but not limited to data verification, emissions reporting, supply chain analysis, and research.
By granting access to Collaborators, you acknowledge that such Collaborators may access, process, and utilise the Company Data in accordance with the permissions set by you. TrackZero shall have no liability for any misuse of Company Data by Collaborators outside these agreed permissions.
Collaborators may access aggregated data across multiple users for research, reporting, and analytical purposes, provided such data is anonymised and aggregated to prevent identification of individual users or companies.
You remain the data controller for your Company Data and shall ensure that any data-sharing arrangements comply with applicable data protection laws.

CONFIDENTIAL INFORMATION

You will maintain the confidentiality of our Confidential Information and will not without our prior written consent, disclose the Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under this Agreement.
You undertake to: disclose the Confidential Information only to those of your officers, employees, agents and contractors to who, and to the extent to which, such disclosure is necessary for the purposes intended under this Agreement; ensure that such persons are made aware of and agree in writing to observe the obligations in this clause 23; and be responsible for the acts and omissions of such persons as if they were your own acts or omissions.
The provisions of this clause 23 will not apply to information which: is or comes into the public domain through no fault of you, your officers, employees, agents or contractors; is lawfully received by you from a third party free of any obligation of confidence at the time of its disclosure; can be proven by written evidence was independently developed by you, without access to or use of the Confidential Information; or is required by law, by court or governmental or regulatory order to be disclosed provided that You, where possible, notify us at the earliest opportunity before making any disclosure.
Your obligations under this clause 23 will continue in full force and effect during the term of this Agreement and for a period of 10 (ten) years from the date of cancellation or expiry of this Agreement.

DISCLAIMER

You acknowledge that the Service made available to you under or in connection with this Agreement is provided in its current form and availability. While we make every effort to provide a satisfactory service, we cannot make any warranties about specific features or performance to the maximum extent permitted by applicable law.
Service is provided with the intent to perform efficiently; however, due to several factors, we cannot guarantee that the Service will always be uninterrupted, available, maintained, up-to-date or error-free. We cannot guarantee that it will always be compatible with other software, hardware, systems, or devices, especially if we did not agree to support them upfront. While we strive to offer an effective service, we cannot guarantee that the Service will meet your specific needs fully (whether or not such needs have been communicated to us). We will make reasonable efforts to protect the security of the Service, at least at the level we safeguard our own business operations/data however, despite our diligence, absolute security cannot be guaranteed due to the risks and evolving nature of the digital world. Therefore, subject to clause 25.5, all warranties, conditions, terms, undertakings, or obligations (whether express or implied) and including, without limitation, any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

LIMITATION OF LIABILITY

The extent of our liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way related to this Agreement and whether or not caused by negligence or misrepresentation or under any indemnity) will be as set out in this clause 25.
Subject to clause 25.5, our combined liability howsoever arising (including in contract, tort, negligence, breach of statutory duty, misrepresentation or otherwise) under or in connection with this Agreement will not exceed the value of the Fees received by us under this Agreement in the previous 12 (twelve) month period.
Subject to clause 25.5, we will not be liable for any loss of business opportunities, anticipated savings, data corruption, or any indirect or consequential loss.
Subject to clause 25.5, we will not be liable for any of the following (whether direct or indirect): a) loss of business, profit, or revenues; b) damage, destruction, loss of use or corruption of any data; c) loss or corruption of software or systems; d) loss or damage to equipment; e) harm to reputation or loss of goodwill; f) loss of use; h) loss of contract or commercial opportunity; and/or j) wasted expenditure.
Irrespective of any other provision of this Agreement, our liability will not be limited or excluded in any way in respect of the following: death or personal injury caused by negligence; b) fraud or fraudulent misrepresentation; and/or any other losses which cannot be excluded or limited by applicable law.
You accept sole responsibility for decisions or actions taken based on the Outputs or insights provided by the Service.
This clause 25 will survive cancellation of this Agreement.

TERM, SUSPENSION, AND CANCELLATION

You may cancel this Agreement immediately at any time by giving notice in writing to us if we commit a material breach of the Agreement which is not remedied within 20 (twenty) Business Days of you giving us written notice of such breach.
We may cancel this Agreement immediately by giving you a written notice if you commit a material or persistent breach of this Agreement, which you fail to remedy (if remediable) within 20 (twenty) Business Days after the service of notice requiring you to do so.
Immediately on cancellation or expiry of this Agreement (for any reason), the rights granted to you under this Agreement will cancel and you will (and will ensure that each Authorised User will) stop using the Service. You are responsible for the backups and exportation of any User Data and you agree that we may not be able to provide you any assistance with recovering any data after the cancellation or expiry of this Agreement, unless required to keep data by law as we will only keep such data for a period in accordance with the Data Processing Agreement as the lawful basis in terms of the Data Protection Laws for us to do so will end.
Cancellation or expiry of this Agreement will not affect any accrued rights and liabilities of either party and will not affect any provision that is expressly or by implication intended to continue beyond cancellation.
Cancellation or expiry of this Agreement will not affect any accrued rights and liabilities of either party at any time up to the date of cancellation or expiry and will not affect any provision of this Agreement that is expressly or by implication intended to continue beyond cancellation.
The Trial will come to an end at the end of the period agreed on sign-up, unless cancelled earlier in terms of this Agreement.

RELIEF EVENTS

We will do our best to fulfil our obligations under this Agreement, however, certain circumstances beyond our control may impact our ability to perform as expected. To the maximum extent permitted by law, neither party will be liable (under any legal theory, including, without limitation, negligence) for any breach, delay, or default in the performance of this Agreement to the extent it (or the circumstances giving rise to it) arises from a Relief Event.
The party affected by such circumstances will promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
If the Relief Event exists for a continuous period of more than 3 (three) months, either party may cancel this Agreement by written notice to the other party, without penalty. This will be 14 (fourteen) days for a Trial.

DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION

If there is a dispute about the existence, interpretation, and effect of this Agreement; the Parties' respective rights or obligations under this Agreement; or the rectification of this Agreement, it will be decided in accordance with the provisions set out below.
The party who identifies the disagreement must write to the other party outlining what the disagreement is about. Then, within 14 (fourteen) Business Days, senior managers from each side will meet virtually and try to reach an agreement in a friendly way.
If, after a further 14 (fourteen) days we still cannot resolve the dispute, the dispute will be referred to an independent mediator in England, who we will both agree on and if we cannot agree, will be nominated by the LCIA (London Court of International Arbitration). The mediator will try to help us resolve the disagreement within a further 30 (thirty) days.
If mediation (above) does not resolve the dispute and no settlement was reached within the 30 (thirty) days, the dispute will be referred for arbitration. We will follow the LCIA Rules, and the process will be handled by a single independent arbitrator, in English.
The seat of the arbitration in terms hereof will be London, England and the governing law, English Law.
We agree that neither of us will refer the dispute for arbitration or a court of law until we have attempted to settle it by way of mediation.
We both agree that the decision reached through this dispute resolution process will be final and we will both have to follow it.
These rules are severable from the rest of the contract and will survive cancellation of this Agreement and apply to a Trial.

GENERAL

Any reference to this Agreement includes all Schedules which will be considered to have been incorporated into this document and will form an integral part of it. Expressions defined in the main Agreement will also apply to a Schedule unless it states differently.
In the event of any conflict between the provisions of this Agreement and a Schedule, this Agreement will prevail.
A reference to a Party will include a reference to that Party’s successors and assigns. This Agreement will be binding on and enforceable by the heirs, trustees, estates, executors, administrators, liquidators and/or assigns of the Parties as fully and effectively as if they had signed this Agreement in the first place and reference to any Party will also be to them, as the case may be.
Any reference to legislation or subordinate legislation or to any other agreement is to it at the Offer Acceptance date and as amended and/or re-enacted from time to time.
Where the day on or by which anything is to be done is not a Business Day, it will be done on or by the first Business Day after.
A reference to a document will include an amendment or supplement to or a replacement or novation of that document.
If any provision in any definition set out in any clause in this Agreement is a substantive provision giving rights or imposing obligations on any Party, effect will be given to it as if it were a substantive provision set out in the body of this Agreement.
No remedy granted by this Agreement will exclude any other remedy available at law.
Earlier drafts of this Agreement will not be admissible in any proceedings as evidence of any matter relating to any negotiations preceding the signature of this Agreement.
The use of any expression in this Agreement covering a process available under English law such as a winding up will, if any of the Parties to this Agreement is subject to the law of any other jurisdiction, be interpreted as including any equivalent or similar proceedings under the law of such defined jurisdiction.
Any reference in this Agreement to a Party will include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be.
If any provision of this Agreement or of any part hereof to any extent is or becomes invalid or unenforceable, the Parties will agree on such adjustments as are necessary and reasonable in order to ensure continued delivery of the unaffected portions and to secure the vital and strategic interests of the Parties, taking into account the main objectives fundamental at the time of execution of this Agreement.
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties. For this purpose, advanced electronic signatures will be acceptable.
This Agreement contains the whole agreement between the Parties in respect of the subject matter of agreement and supersedes and replaces any prior written or oral agreements, representations, or understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
The words “include,” “including” and “in particular” will be interpreted as being by way of example or emphasis only and will not be interpreted as, nor will they take effect as, limiting the generality of any preceding word/s.
The words “other” and “otherwise” will not be construed with any preceding words (as the same kind) where a wider construction is possible.
Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11 p.m. on 31 January 2020 from time to time.
All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
A reference to a ‘company’ includes any company, corporation, or other body corporate, wherever and however incorporated or established.
A reference to a gender includes each other gender and words in the singular include the plural and vice versa.
The general terms outlined in this Agreement apply equally to any Trial, except where explicitly stated otherwise.
A reference to ‘writing’ or ‘written’ includes e-mail.