Terms & Conditions

SELF SERVICE EMISSIONS FACTORS CONDITIONS

2021

PLEASE READ THESE LICENCE TERMS CAREFULLY

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and ECOMETRICA LIMITED (Company Number SC339323) having its registered office at Orchard Brae House, 30 Queensferry Road, Edinburgh EH4 2HS (Licensor, us or we) for:

Ecometrica Database Products and the data supplied including emission factors, conversion factors, assumptions, images, still and moving and sound recordings which are provided by the Licensor via its website (Products); and

printed materials and online or electronic documentation (Documentation).

IMPORTANT NOTICE TO ALL USERS

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 5.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST CLICK ON THE "REJECT" BUTTON BELOW AND YOU MAY NOT DOWNLOAD OR ACCESS THESE PRODUCTS OR DOCUMENTS.

We license use of the Products to you on the basis of this Licence. We do not sell the Products or Documentation to you. We remain the owners of the Products and Documentation at all times.

["Accept Button"] ["Reject Button"]

You should print a copy of this Licence for future reference.

It is agreed:

GRANT AND SCOPE OF LICENCE, MINOR CHANGES, UPDATES
1. In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Products and the Documentation on the terms of this Licence. This Licence will last for a period of 12 months (the "Term") for your internal business purposes following which this Licence will automatically expire ("Expiry") unless terminated earlier in accordance with this Licence.
2. The extent of your permitted use of the Products is dependent on the type of licence you have selected, namely:
  1. Single use/ internal licence ("Single/Internal Licence");
  2. Multi-use/ Consultancy licence ("Multi-use/Consultancy Licence"); or
  3. For the purposes of incorporating the Products into an enterprise solution ("Enterprise Licence").
If you have selected a Single/Internal Licence, the Products may be downloaded, installed and used by you for internal purposes only, including for the avoidance of doubt incorporating the Products into your internal spreadsheets (in whole or in part) and creating reports by incorporating the Products in part only.
If you have selected a Multi-use/Consultancy Licence, the Products may be downloaded, installed and used by you for (i) internal purposes, including for the avoidance of doubt incorporating the Products into your internal spreadsheets (in whole or in part) and creating internal reports by incorporating the Products in part only, and (ii) external purposes limited to creating reports on behalf of your clients which incorporate the Products in part only.
If you have selected an Enterprise Licence, the Products may be downloaded, installed and used by you only for the purposes we have agreed with you in writing.
We may update or require you to update the Products, provided that the Products shall always match the description of it that we provided to you before you bought it.
You may continue to use the Products following the Expiry of this Licence, however you acknowledge and accept that the Products will no longer be current and the information contained therein may be no longer accurate. Such use after Expiry shall be at your sole risk. You shall have no such rights to use the Products in the event that the Agreement is terminated in accordance with Condition 7 below.
Restrictions
1. Except for the permitted outlined in Condition 1.2 or as permitted by any local law, you undertake:
  1. not to make any public dissemination of the Products (in whole or in part);
  2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary, sell, alter or modify, the whole or any part of the Products or Documentation nor permit the Products or any part of it to be combined with, or become incorporated in, any other programs;
  3. not to use the Products to provide services to third parties unless expressly agreed by us;
  4. not to use the Products to develop any data which will directly compete with products and services offered by the Licensor;
  5. to keep all copies of the Products secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Products and Documentation;
  6. to supervise and control use of the Products and ensure that the Products are used by your employees in accordance with the terms of this Licence;
  7. to include our copyright notice and on all entire and partial copies you make of the Products on any medium and to include our attribution "Ecometrica" each time the Products are used;
  8. not to provide, or otherwise make available, the Products in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;
  9. to comply with all applicable export laws and regulations.
Intellectual property rights
1. You acknowledge that all intellectual property rights in the Products and the Documentation throughout the world belong to us, that rights in the Products are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Products or the Documentation other than the right to use the Products and the Documentation in accordance with the terms of this Licence.
Limited warranty
1. We warrant that the Products have been created in good faith by us and that we have used reasonable endeavours to ensure that the information contained within the Products is true and accurate.
2. We make commercially reasonable efforts to ensure that the Products are complete and accurate at the time of production. Notwithstanding the foregoing, we make no warranties, representations or undertakings about the content of the information contained in the Products.
3. You accept and acknowledge that the Products are provided "as is" and you require to satisfy yourself that the Products are fit for your intended purpose.
Limitation of liability
1. You acknowledge that the Products have not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Products as described in the Documents meet your requirements.
2. We only supply the Products and Documents for internal use by your business, and you agree not to use the Products or Documents for any re-sale purposes other than as expressly set out in this Licence.
3. We shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
  1. loss of profits, sales, business or revenue;
  2. business interruption;
  3. loss of anticipated savings;
  4. loss of corruption of data or information;
  5. loss of business opportunity, goodwill or reputation;

where any of the losses set out in Condition 5.3(a) to 5.3 (e) are direct or indirect; or

any special, indirect or consequential loss, damage, charges or expenses.
Other than the losses set out in Condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the licence fee paid by you to us. This maximum cap does not apply to Condition 5.5.
Nothing in this Licence shall limit or exclude our liability for:
1. death or personal injury resulting from our negligence;
2. fraud or fraudulent misrepresentation;
3. any other liability that cannot be excluded or limited by English law.
You must satisfy yourself on the suitability of the Products. Accordingly, this Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Products and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied that are binding on us. Any condition warranty, representation or other term concerning the supply of the Products and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
Invoicing

Where an invoice is required beyond the order confirmation this can be requested by emailing info@ecometrica.com. A purchase order or reference can be added to the invoice on request, please include clear instructions for our finance team.

Termination
1. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so ("Termination").
2. Upon Termination for any reason:
  1. all rights granted to you under this Licence shall cease;
  2. you must cease all activities authorised by this Licence; and
  3. you must immediately delete or remove the Products from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Products then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
Communications between us
1. We may update the terms of this Licence at any time on notice to you in accordance with this Condition 8. Your continued use of the Products and Documents following the deemed receipt and service of the notice under Condition 8.2 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of this Licence (as varied) you must immediately stop using and accessing the Software and Documents on the deemed receipt and service of the notice.
2. If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for the Products.
3. Note that any notice:
  1. given by us to you will be deemed received and properly served 24 hours after it was first posted on our website, 24 hours after an email is sent, or three days after the date of posting any letter; and
  2. given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for the purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
Events outside our control
1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside our Control. An Event Outside Our Control is defined below in Condition 9.2.
2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
3. If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
  1. Our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
  2. We will use out reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
How we may use your personal information

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Products and the Documents and for what purposes those individuals' rights in relation to their personal data and how to exercise them. This information is provided in our privacy policy (https://ecometrica.com/privacy-policy/) and it is important that you read that information.

Other important terms
1. We may transfer our rights and obligations under these terms to another organisation, but this will not affect your rights under the contract.
2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
3. This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
4. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
5. Each of the conditions of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining conditions will remain in full force and effect.
6. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.