These Terms and Conditions (the “Neutreeno Terms”) are formed between Neutreeno and the Supplier and describe the Supplier’s rights and responsibilities when using the Services. By registering for a Neutreeno Account the Supplier agrees to be legally bound by these Neutreeno Terms. Please read them carefully.
The following terms and conditions shall govern the provision and use of the Services.
1. Definitions and Interpretation
The following definitions and rules of interpretation apply:
~“App” means any application software made available to the Supplier by Neutreeno through which the Services are delivered.
“Authorised Users” means those employees and independent contractors of the Supplier who are authorised by the Supplier to use the Software under these Neutreeno Terms.
“Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
“Confidential Information” means all confidential or proprietary information (however recorded or preserved) disclosed by one party or its employees, officers, subcontractors, representatives or advisers (together “Representatives”) to the other party and the other party’s Representatives, including the terms of an agreement, the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how, or trade secrets of the disclosing party, including anything specified as being Confidential Information in clauses 10.4 and 10.5.
“Data Protection Legislation” means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"), the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, the Data Protection Act 2018, and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426)).
“Derived Data” means any data which is derived from the Supplier’s use of the Services or the processing by Neutreeno of Supplier Data, which shall include: (i) any data which is processed and stored as mathematical constructs; and (ii) statistical or aggregated data.
“Effective Date” means the date on which the Supplier registers for a Neutreeno Account and the Services are provisions by Neutreeno.
"Fees" means the fees payable in consideration of the provision of the Services (if applicable).
“Force Majeure Event” has the meaning set out in clause 14.3.
"Initial Term" means the initial subscription period communicated to the Supplier by Neutreeno on or before the Effective Date, and in the absence of any such period shall mean the period of one (1) month, in each case commencing on the Effective Date.
“Insolvency Event” means, with respect to a Party, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that Party’s assets; (d) a creditor or encumbrancer attaches or takes possession of the whole or any part of that Party's assets which is not discharged within 14 days; or (e) any event occurs, or proceeding is taken, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above.
“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Internal Report" means a report, produced by the Software or which is otherwise made available to the Supplier by Neutreeno, which is not a Public Report.
“Neutreeno” means Neutreeno Limited (company number 12540650) with registered office address: 12 Constance Street, London, England, E16 2DQ.
"Neutreeno Account" means an account created by the Supplier for access to the Software created pursuant to these Neutreeno Terms.
"Neutreeno Price List" means the standard price list for the relevant Services provided by Neutreeno to the Supplier, as may be amended from time to time by Neutreeno.
"Output" means any or all reports, data, information, works or materials obtained by the Supplier or Authorised Users (as appropriate) through use of the Services, including Public Reports and Internal Reports. For the avoidance of doubt, "Output" excludes Supplier Data.
“Party” means either Neutreeno or the Supplier, and “Parties” means both of them.
“Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time by Neutreeno, and which may include payment via a third party payment processor.
“Personal Data” shall each have the meaning given to it in the Data Protection Legislation.
"Public Report" means a report, produced by the Software, or which is otherwise made available to the Supplier by Neutreeno, which bears Neutreeno's branding and which is clearly marked as being a report which may be disseminated to the public.
"Renewal Term" means a period equal in duration to the Initial Term, commencing upon expiry of the Initial Term and each anniversary of it.
"Services" means the provision by Neutreeno of access to the Software to allow Authorised Users to access and use the Software on the Supplier's behalf and any related professional services provided by Neutreeno to produce the Outputs.
“Software” means Neutreeno's decarbonisation platform to which the Supplier will be granted remote access via the Website or the App pursuant to these Neutreeno Terms, in the form made available by Neutreeno from time to time.
"Supplier" means the individual or legal entity who registers for a Neutreeno Account and who is contracting with Neutreeno for the provision of the Services.
“Supplier Data” means any commercial or proprietary data which is uploaded or otherwise submitted to the Software directly by the Supplier, its Authorised Users, or by Neutreeno on the Supplier's behalf, including any data submitted into the Software indirectly via any third party application used by the Supplier, in each case excluding any Derived Data.
"Term" means the Initial Term and each consecutive Renewal Term.
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, data, or the user experience, including worms, Trojan horses, viruses and other similar things or devices.
“Website” means https://www.neutreeno.com.
- In these Neutreeno Terms: (a) clause, schedule and paragraph headings shall not affect the interpretation of these Neutreeno Terms; (b) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (c) a reference to writing or written includes e-mail; (d) references to clauses and schedules are to the clauses and schedules of these Neutreeno Terms; references to paragraphs are to paragraphs of the relevant schedule to these Neutreeno Terms; (e) any words following the terms including, include, in particular for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Creating a Neutreeno Account
- In order to access and use the Software, the Supplier shall apply via the Website for a Neutreeno Account.
- An agreement between Neutreeno and the Supplier for the provision of the Services is formed upon Neutreeno's acceptance of the Supplier's application for a Neutreeno Account.
- The Supplier warrants and represents that, by applying for a Neutreeno Account, the individual applying for the Neutreeno Account on behalf of the Supplier has the express authority to do so and any information submitted is accurate and complete.
- Neutreeno reserves the right, at its discretion not to accept an application to create a Neutreeno Account or any additional Neutreeno Accounts.
3. Access to the Software
- Subject to Supplier paying the Fees (if applicable) and complying with these Neutreeno Terms, Neutreeno hereby grants to the Supplier a non-exclusive, non-transferable, non-sublicensable right to permit the Authorised Users to use the Software during the Term for the purpose of accessing the Outputs and making the Outputs and Supplier Data available to Neutreeno.
- The Supplier shall not access, store, distribute or transmit any Viruses or any material during its use of the Software that is unlawful, harmful, infringing, offensive, discriminatory, or which facilitates illegal activity or depicts sexually explicit images or causes damage or injury to any person or property. Neutreeno reserves the right, without liability or prejudice to its other rights to the Supplier, to disable the Supplier's and Authorised Users' access to any material that breaches the provisions of this clause 3.2.
- Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under these Neutreeno Terms, the Supplier shall not, and shall not attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
- The Supplier shall not, and shall not attempt to: (a) access all or any part of the Software in order to build a product or service which competes with the Software; (b) make the Software or any of the Services available to any third party except to Authorised Users; or (c) attempt to obtain, or assist any third party in obtaining, access to the Software, other than as provided under this clause 2.
- The Supplier shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify Neutreeno.
- The Supplier shall not remove, or attempt to remove, Neutreeno's marks or other branding from the Outputs.
- The Supplier shall not redistribute, retransmit, or disseminate the Outputs, except:
- 7.1. to the Supplier's customers in the case of Internal Reports only;
- 7.2. in accordance with, and subject to, any policy or other document published by Neutreeno and made available to the Supplier subject to attributing such Output to Neutreeno;
- 7.3. with Neutreeno's prior, written consent; or
- 7.4. where required to do so pursuant to applicable law or regulation;
- 7.5. that the Supplier may disseminate the Public Reports to any person.
- The Supplier acknowledges and agrees that each Authorised User must keep a secure password for their use of the Software which must be kept confidential and secure against unauthorised access or use (including by any other Authorised User).
- The rights provided under this clause 3 are granted to the Supplier only and shall not be considered granted to any affiliate, subsidiary or holding company of the Supplier.
4. Neutreeno’s Obligations
- Neutreeno shall provide the Supplier with access to the Software on and subject to these Neutreeno Terms.
- Subject to the Supplier's payment of the Fees (if any) when due, Neutreeno shall provide the Services with reasonable care and skill.
- Notwithstanding clause 4.1, the Supplier acknowledges that the Software may evolve over time and that functionality may be added or removed from time to time.
- Neutreeno does not warrant that the Supplier's use of the Software will be uninterrupted or error-free, or that the Software and/or the information or results obtained by the Supplier through its use of the Software (including the Outputs) will meet the Supplier's requirements. Neutreeno is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Supplier Data over communications networks and facilities, including the internet, and the Supplier acknowledges that the Software may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
- Entering into an agreement with the Supplier shall not prevent Neutreeno from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under the agreement with the Supplier.
5. Supplier’s Obligations
- The Supplier shall cooperate with Neutreeno in all respects in relation these Neutreeno Terms, including granting to Neutreeno all necessary access to information and Supplier Data, and facilitating all necessary access to (and sufficient volumes of) information and Supplier Data as may be required by Neutreeno from time to time to fulfil its obligations under these Neutreeno Terms, including granting to Neutreeno full and unrestricted access to the Supplier’s Neutreeno Account in order for Neutreeno to provide support for, or to fix any errors in, the Software.
- The Supplier shall be responsible for setting the access rights for each of its Authorised Users and shall ensure that all Authorised Users' use of the Software is strictly in accordance with these Neutreeno Terms. The Supplier shall be responsible for any Authorised User's breach of these Neutreeno Terms.
- The Supplier is responsible for ensuring that its network and systems comply with the relevant specifications provided by Neutreeno from time to time necessary for the operation of the Software.
- The Supplier shall comply with all applicable laws and regulations in the exercise of its rights and the performance of its obligations pursuant to these Neutreeno Terms.
- The Supplier hereby acknowledges that the Supplier's failure to comply with this clause 5 may affect the performance, quality, integrity, availability, or responsiveness of the Services and the Outputs (or either of them), and Neutreeno shall not be responsible for any consequential reduction in the expected outcome of the Services or condition of the Outputs.
6. Suspension of Service
- Neutreeno may suspend the access to or use of the Software by any or all of the Authorised Users or the provision of the Services if Neutreeno determines that use of the Services:
- 1.1. is in breach of these Neutreeno Terms;
- 1.2. poses a security risk;
- 1.3. is adversely impacting or may adversely impact (as appropriate) the Services or any service provided by Neutreeno to a third party;
- 1.4. where it is in the legitimate interests of Neutreeno to do so, including where there is a reasonable risk that the Supplier may default in the payment of the Fees, and Neutreeno shall use its reasonable endeavours to notify the affected Authorised Users before the suspension takes effect and as soon as reasonably practicable thereafter, and may use any reasonable means to do so.
- Where Neutreeno suspends access to or use of the Software under clause 6.1, the Supplier remains responsible for the Fees.
7. Supplier Data and Derived Data
- The Supplier shall own all right, title and interest in and to all the Supplier Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Supplier Data.
- The Supplier warrants and represents that it has the authority, including all necessary rights, licences, and permissions, to upload and use, and to permit Neutreeno to use and process, the Supplier Data in accordance with these Neutreeno Terms and that the Supplier Data will be accurate and complete.
- The Supplier hereby grants to Neutreeno a worldwide, non-exclusive, irrevocable, royalty free licence during the Term to use the Supplier Data for the purpose of providing the Service and to make the Supplier Data available to customers of Neutreeno who are notified to the Supplier as recipients of the Supplier Data by Neutreeno from time to time.
- The Supplier hereby grants to Neutreeno a non-exclusive, worldwide, perpetual licence to use the Supplier Data and other data information, reports, works, and materials relating to the use of the Services by the Supplier and Authorised Users by End Users for the purpose of:
- 4.1. improving the Services and the Software (or either of them);
- 4.2. aggregating the data with other data in order to create Derived Data;
- 4.3. analyzing use of the Services and preparing documents and reports relating to the Services; and
- 4.4. disclosing and otherwise exploiting the documents and reports to which clause 7.4.3 refers, but not to disclose the identity of the Supplier.
- Any act within the scope of the licence to which clause 7.4 refers may done on behalf of Neutreeno by agents and contractors of Neutreeno and providers of services to Neutreeno.
- The Supplier acknowledges that Neutreeno may use the Supplier Data to improve the Services, to improve the performance and functionality of the Software, and to develop improvements, updates, upgrades, modifications, or derivative works thereof which shall constitute Improvements (as defined in clause 9.2).
- Neutreeno may track and analyse the Supplier’s and its Authorised Users' use of the Software for the purposes of security and to help Neutreeno improve the Services, including the Software.
- The Supplier shall ensure that Supplier Data uploaded to the Software shall not make any Personal Data available to Neutreeno in connection with the provision of the Services.
- The Supplier shall indemnify and hold harmless Neutreeno from and against all losses, damages, liabilities and claims, arising from or in relation to any third party claim that the processing and use of the Supplier Data in accordance with these Neutreeno Terms infringes or misappropriates any third party rights including Intellectual Property Rights or breaches of Data Protection Legislation.
8. Fees and Payment
- The Supplier shall pay the Fees (if applicable) in accordance with this clause 8 without set-off in respect of any liability of Neutreeno.
- The method for calculating the Fees is detailed in the Neutreeno Price List.
- Neutreeno will monitor the Supplier's use of the Services and automatically charge the Fees which correspond with the Supplier's usage, according to the subscription tiers set out in the Neutreeno Price List (each a "Subscription Tier") if the Supplier's use exceeds the use limit of the then current Subscription Tier. The Supplier permits Neutreeno to monitor the Supplier's use of the Services in order to establish the applicable Subscription Tier.
- Supplier must provide one or more Payment Method which Supplier authorises Neutreeno to charge in accordance with these Neutreeno Terms. Neutreeno may refuse to provide the Services if any payment is not successfully settled due to expiration, insufficient funds or otherwise. For some Payment Methods, the issuer may charge certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method, which shall be due and payable by the Supplier. The Supplier may have to accept the terms and conditions of the issuer of the Payment Method, or the third party payment processor used by Neutreeno to make the relevant payment.
- If Neutreeno has not received payment by the due date, and without prejudice to any other rights and remedies of Neutreeno, Neutreeno may, without liability: (i) disable the Supplier's and all Authorised Users’ access to all or part of the Software until the Fees concerned are paid in full; and/or (ii) charge the Supplier interest on a daily basis on any overdue amounts at an annual rate equal to 5% above the Bank of England’s base rate, commencing on the due date and continuing until fully paid, whether before or after judgment.
- Fees are payable in the currency detailed in the Neutreeno Price List, and are non-cancellable and non-refundable. Fees are stated exclusive of value added or other applicable sales tax, which shall be added to the Fees the appropriate rate.
- The Supplier shall make all payments under these Neutreeno Terms without withholding or deduction of, or in respect of, any and all taxes, unless required by law. If any such withholding or deduction is required, the Supplier shall, when making the payment to which the withholding or deduction relates, pay to Neutreeno such additional amount as will ensure that Neutreeno receives the same total amount that it would have received if no such withholding or deduction had been required.
- Neutreeno shall be entitled to increase the Fees at the start of each Renewal Term upon twenty (20) days' prior written notice to the Supplier.
9. Intellectual Property Rights
- All Intellectual Property Rights in and to the Software, the Services, the Outputs, and Derived Data, shall belong to and remain vested in (or automatically upon creation shall vest in), Neutreeno. Except for the licence granted to the Supplier in clause 3.1, nothing in these Neutreeno Terms grants to the Supplier any rights to or in any Intellectual Property Rights in the Software or the Services.
- Without prejudice to clause 3.4 or clause 9.1, to the extent that the Supplier’s or any Authorised User’s use of the Software results in any modifications, adaptations, developments, or any derivative works of or to the Software or the Services (“Improvements”), then notwithstanding any rights or remedies of Neutreeno under clause 3.4 above, any and all Intellectual Property Rights in and to such Improvements shall immediately vest in and be owned by Neutreeno.
- Neutreeno shall defend the Supplier against any third party claim that the use of the Software in accordance with these Neutreeno Terms infringes any third party Intellectual Property Right and shall indemnify Supplier for and against any amounts awarded against the Supplier in judgment or settlement of such claims, provided that (i) Neutreeno is given prompt notice of such claim; (ii) the Supplier provides reasonable co-operation to Neutreeno in the defence and settlement of such claim, at Neutreeno’s expense; (iii) Neutreeno is given sole authority to defend or settle the claim; and (iv) the Supplier makes no admission of liability or fault itself or on behalf of Neutreeno.
- In the defence or settlement of any claim pursuant to clause 9.3 above, Neutreeno may at its sole option and expense either: (i) procure for the Supplier the right to continue using the Software in the manner contemplated by these Neutreeno Terms; (ii) replace or modify the Software so that it becomes non-infringing; or (iii) terminate its agreement with the Supplier immediately by providing written notice to the Supplier, without liability to the Supplier.
- Neutreeno shall not in any circumstances have any liability (including in respect of the indemnity provided under clause 9.3) if the alleged infringement is based on: (i) modification of the Software by anyone other than Neutreeno; or (ii) the Supplier’s or any Authorised User’s use of the Software otherwise than in accordance with these Neutreeno Terms or in a manner contrary to the instructions given to the Supplier by Neutreeno; or (iii) the Supplier’s or ay Authorised User’s use of the Software after notice of the alleged or actual infringement from Neutreeno or any appropriate authority; (iv) use or combination of the Software with any other software or hardware, in circumstances where, but for such combination, no infringement would have occurred; or (v) the Supplier Data.
- The Supplier shall defend Neutreeno against all or any costs, claims, damages or expenses incurred by Neutreeno in respect of any third party claim relating to the Supplier’s or any Authorised User’s use of the Software otherwise than in accordance with these Neutreeno Terms, provided that (i) the Supplier is given prompt notice of such claim; (ii) Neutreeno provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and (iii) the Supplier is given sole authority to defend or settle the claim; and (iv) Neutreeno makes no admission of liability or fault itself or on behalf of the Supplier.
10. Confidential Information
- Each Party agrees to keep confidential and not use for any purpose other than the performance of its obligations under these Neutreeno Terms, all Confidential Information of the other Party.
- Each Party will only disclose or reveal any of the other Party’s Confidential Information disclosed to it to: (i) those of its personnel (including, in the case of Neutreeno, its consultants and subcontractors) who are required in the course of their duties to receive it for the purpose for which it is supplied (provided that each Party shall ensure that any such personnel to whom it discloses the other Party's Confidential Information comply with this clause 10.2); and (ii) any court, governmental or administrative authority competent to require the same, or as required by any applicable law, regulation, or governmental or regulatory body which is lawfully entitled to require the disclosure (and in each such case, the Party shall, if legally permissible, notify the other Party of the requirement as soon as reasonably practicable and use commercially reasonable endeavours to discuss with the other Party and agree any possible limitations or restrictions on disclosure in advance to the extent permitted by law).
- The provisions of clauses 10.1 and 10.2 shall not apply to information that: (i) is or becomes generally available in the public domain otherwise than arising in connection with a breach of this clause by the recipient; (ii) is lawfully in the recipient's possession free of any restrictions as to its use or disclosure at the time of disclosure by the disclosing Party; (iii) is lawfully acquired from an independent third party who did not itself obtain it under an obligation of confidentiality; or (iv) is independently developed without access or reference to any information disclosed by the disclosing Party.
- The Supplier acknowledges that the Software, including the way in which data, information, works and materials are visualised when using, or are otherwise presented by, the Software and the results of any performance tests of the Software, constitute Neutreeno's Confidential Information.
- Neutreeno acknowledges that the Supplier Data is the Confidential Information of the Supplier.
- Notwithstanding the preceding provisions of this clause 10, the Supplier hereby acknowledges and agrees that Neutreeno may:
- 6.1. disclose Supplier Data and Outputs to Neutreeno's customers; and
- 6.2. may disclose, publish, distribute or otherwise exploit the Derived Data, provided that Neutreeno does not identify the identity of the Supplier when doing so.
- The provisions of this clause 10 shall survive termination or expiry of the agreement between Neutreeno and the Supplier, however arising.
11. Limitation of Liability
- This clause 11 sets out the entire financial liability of Neutreeno to the Supplier arising under or in connection with these Neutreeno Terms, including in respect of any use made by the Supplier or its Authorised Users of the Software and the Services.
- Except as expressly and specifically provided in these Neutreeno Terms, the Supplier assumes sole responsibility for any information or results obtained by Authorised Users from use of the Software or the provision of the Services, and for conclusions drawn from such use. Neutreeno shall have no liability for any damage caused by errors or omissions in any information or data, or any actions taken by Neutreeno at the Supplier's direction. No other party is entitled to rely on the output, information or results produced by the Supplier through its use of the Software for any purpose whatsoever.
- The Supplier hereby acknowledges that (i) the Outputs rely upon third party information and information which is dynamic in nature and may fluctuate over time, and (ii) Neutreeno shall not be responsible, and (to the extent permitted by law) excludes all liability in relation to, all such information.
- Except as expressly and specifically provided in these Neutreeno Terms, all warranties, representations, conditions, and all other terms of any kind whatsoever, whether implied by statute or common law or otherwise are, to the fullest extent permitted by applicable law, excluded from these Neutreeno Terms. The Supplier acknowledges that the Software, the Services, the Outputs, and any information provided by or on behalf of Neutreeno are provided to the Supplier on an "as is" basis.
- Nothing in these Neutreeno Terms excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or for any liabilities that cannot be excluded under applicable law.
- Subject to clause 11.5, Neutreeno shall not be liable for any consequential, indirect, special, incidental, punitive or exemplary damages, whether foreseeable or unforeseeable, including loss of profit, loss of business, loss of goodwill, loss of or corruption of data, loss caused or contributed to by any agent or Representative of the Supplier, loss caused as a result of the Software being unavailable as a result of planned downtime for the Software, as notified to the Supplier from time to time, loss arising from any failure of the Supplier’s infrastructure and/or utilities, loss caused as a result of the Software being unavailable due to a Force Majeure Event, or loss caused by the failure or delay of any third party application or service or network.
- Subject to the other provisions of this clause 11, Neutreeno’s entire, aggregate liability to the Supplier whether in contract, tort (including negligence), for breach of statutory duty or otherwise arising out of or relating these Neutreeno Terms shall be limited to the greater of (i) the total Fees paid by the Supplier during the twelve (12) months immediately preceding the date on which the claim arose, and (ii) £1,000.
Neutreeno is entitled on reasonable notice from time to time to require the Supplier to permit or procure the permission for a duly authorised employee, agent or representative of Neutreeno to inspect and verify the source of Supplier Data, and to assess compliance with these Neutreeno Terms, including for this purpose to access premises and systems, and to take copies of records.
13. Term and Termination
- The Supplier's access to the Services shall commence on the Effective Date and shall continue for the Term unless a Party gives at least twenty (20) days’ notice to the other to expire at the end of the Initial Term or then-current Renewal Term (as appropriate), or the agreement between the Supplier and Neutreeno is otherwise terminated in accordance with this clause 13.
- Without affecting any other right or remedy available to it, either Party may terminate the agreement between the Supplier and Neutreeno with immediate effect by giving written notice to the other Party if: (i) the other Party fails to pay any amount due under these Neutreeno Terms on the due date for payment and remains in default not less than ten (10) Business Days after being notified in writing to make such payment; or (ii) if the other Party commits a material breach of any terms of these Neutreeno Terms, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) days after being notified in writing to do so; or (iii) the other Party suspends, ceases, or threatens to suspend or cease carrying on its business or a substantial part thereof, or suffers an Insolvency Event.
- On termination of the agreement between the Supplier and Neutreeno for any reason (a) all licences granted by Neutreeno under these Neutreeno Terms shall immediately terminate; (b) all Fees which are outstanding on the date of termination shall become immediately due and payable; (c) subject these Neutreeno Terms, each Party shall return or destroy and make no further use of any Confidential Information, equipment, property and other items (and all copies of them) belonging to the other party, except that Neutreeno may retain Confidential Information which consists of Supplier Data for the purposes of clause 7.4; (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Neutreeno Terms which existed at or before the date of termination shall not be affected or prejudiced; and (e) the provisions of clauses 7.4, 7.5, 8.1, 8.5, 9.1, 9.6, 10, 11, 13.3, 14.11, and 14.12 shall survive termination.
- Entire agreement. These Neutreeno Terms constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
- Assignment. The Supplier shall not assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Neutreeno Terms without the prior written consent of Neutreeno. Neutreeno may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Neutreeno Terms without requiring any additional consent from the Supplier.
- Force Majeure. Neither Party is responsible for failing to fulfil its obligations (other than its payment obligations) under these Neutreeno Terms due to causes beyond its reasonable control that directly or indirectly delay or prevent timely performance (“Force Majeure Event”). Any dates or times by which each Party is required to render performance under these Neutreeno Terms shall be postponed automatically to the extent that the Party is delayed or prevented from meeting them by a Force Majeure Event. If the Force Majeure Event prevents, hinders, or delays the affected Party’s performance of its obligations for a continuous period of more than 30 days, the affected Party may terminate the agreement between the Supplier and Neutreeno by giving 30 days’ written notice to the other Party.
- Notices. Any notice given to a Party under or in connection with these Neutreeno Terms shall be in writing and shall be deemed to have been received: (i) if delivered by hand at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and (iii) if sent by email, at 9.00 am on the next Business Day after transmission.
- Variation. No variation of these Neutreeno Terms shall be effective unless it is in writing and signed by the parties (or their authorised Representatives).
- Waiver. No failure or delay by a Party to exercise any right or remedy provided under these Neutreeno Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Severance. If any provision or part-provision of these Neutreeno Terms becomes or is held invalid, illegal, or unenforceable, it shall be deemed modified or deleted to the minimum extent necessary but that shall not affect the validity and enforceability of the rest of these Neutreeno Terms.
- Relationship. The relationship between the Parties is that of independent contractors and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the Parties hereto nor authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
- Third party rights. A person who is not a Party the agreement between the Supplier and Neutreeno shall not have any right to enforce provision of these Neutreeno Terms under the Contracts (Rights of Third Parties) Act 1999.
- Counterparts. These Neutreeno Terms may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
- Governing Law. These Neutreeno Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.
- Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Neutreeno Terms, their subject matter or formation.