Terms of platform & service.

Last updated: 08 April 2022

The following terms apply to any entity, (‘You’, ‘User’ or ‘Customer’) using the software and tool provided at https://consequence.world or receiving any consultancy services from Consequence.World Limited (the ‘Platform’, ‘We’, ‘Us’ or ‘Consequence’). If you do not agree with these terms you should not use the platform.Differences to these terms are not agreed unless explicitly signed by you and Consequence.World Limited in writing. Consequence.World Limited is an entity regulated by the Financial Conduct Authority, as such, we have extensive rules and regulations governing our conduct, including our Treating Customers Fairly policy and a formal complaints procedure which you may engage with by mailing clients@consequence.world or directly contacting the regulator.

1. Access

We are granting you non-exclusive, non-assignable, non-transferable access to the platform. You may not sub-license or distribute the platform.

This access includes access for any of your group subsidiaries and whilst it will provide a collaborative environment to engage with your suppliers, customers, franchises and investments, the terms of your access are not extended to them.

Consequence is able to withdraw access at any time, and you may terminate your use of the platform at any time. The platform will be accessible until the last day access has been paid for, and then all access will be restricted.

Several users may have access under the same account as outlined on the Order Form. The access and permissions of these users to the platform are entirely the responsibility of the User. Consequence also has access to the account and may have its analysts use the platform in conjunction with you to achieve your goals.

The platform continually updates. You have access on an ‘as is basis’ to the latest version provided at https://consequence.world.

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

These terms of service will be updated from time to time as the platform develops, the nature of our relationship develops and global standards evolve. You are deemed to always agree. You may stop using the platform at any point. If a term change causes you to terminate use of the platform, you may receive a refund for any period you will no longer use the platform for.

2. The platform and services

Consequence.World Limited allows companies, organisations and governments to collect, categorise and calculate greenhouse gas emissions data, in order to understand and eliminate them. Leveraging machine-learning artificial intelligence systems, we are building the most accurate and complete way for any organisation to comply with all major global standards, including the GHGP, SBTi and TCFD guidance and frameworks. Our software helps businesses become sustainable and win customers, talent and investment.

‘Collect’, Consequence allows you to import activity data manually and automatically in real-time from several sources. We do not guarantee automatic import of any data source.

‘Categorise’, Consequence automatically understands your data, categorises it by segment (business function, team, product, etc), categories it by type, and categorises it across Scope 1, Scope 2 and Scope 3 of the Greenhouse Gas Protocol and its sub-categories.

‘Calculate’, Consequence calculates the greenhouse gas emissions of every activity on the platform. It allows you to edit, override and confirm calculations whilst maintaining an audit and version log of your activity.

‘Targets’, Consequence allows you set Science Based Targets Initiative (‘SBTi’) compliant targets.

‘Reduce’, Consequence provides insights that allow you to rapidly reduce emissions ahead of your competitors.

Consequence may be insufficient on its own to comprehensively complete any of your specific goals automatically. It is, however, a climate management system that allows you to continuously work and complete those goals over time.

The platform contains access to proprietary data including emissions factors that are used to calculate your impact. These are constantly updated in real-time by the data our system consumes, and the team of analysts we employ. These emission factors may be overridden by You.

Consequence may provide listed entities and other entities, with specialised security needs, self hosted solutions that have additional costs.

An “Order Form” means an ordering document or online order specifying the Platform features and Services to be provided under these terms that is entered into between you and Consequence.

3. Limitations

The platform only provides estimates. The degree of accuracy of your estimates constantly changes and the global standards that Consequence helps you comply with not only understand this, but expect your calculations to be continually updated as the entire world improves their calculation methodologies.

Consequence aims to help you reach a True and Fair view of your impact. Consequence is not certifying your calculations, targets or other figures derived with the platform.

Consequence deliberately provides a transparent framework designed to reduce your risk of misreporting. This includes full transparency over calculations and the users ability to manipulate any single figure in the system. As a result, Consequence does not have any liability for the use, creation or manipulation of the data in the platform and is unable to take any.

The user explicitly understands that any disclosure or statements made to third parties that include any of the information within the Platform will not be exactly accurate.

In addition, the User acknowledges the inherently volatile nature of the global standards you are trying to comply with. The standards of how you are expected to calculate and report your emissions change constantly. Importantly, the agreed definitions for terms like ‘carbon neutral’, ‘net-zero’, and ‘carbon footprint’ are not universally agreed and change regularly and it is therefore likely you may no longer meet the requirements of these terms in the future, even if they do now.

In step with this, whilst Consequence provides badges to, for example, show your carbon neutrality or net zero status, it is not certifying that you meet the requirements of these terms and we have the right to revoke your right to use our brand and these assets in any such claims.

Whilst Consequence provides auditable track records and logs of all activity and modifications, Consequence accepts no liability for data lost on the platform, be that through User error, overriding or deletion. It is your responsibility to ensure the access and permissions given to any of your users are appropriate.

4. Restrictions and Responsibilities

You must not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise reverse engineer all or any part of the Services or any part of the platform, documentation or data related to the platform.

You represent, covenant, and warrant that you will use the platform only in compliance with these terms and all applicable laws and regulations.

You hereby agrees to indemnify and hold harmless Consequence against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action  that  arises  from  an  alleged violation of the foregoing or otherwise from your use of the platform. Although we have no obligation to monitor your use of the platform, we may do so and may prohibit any use of the platform we believe may be (or allege to be) in violation of the foregoing.

It is Your responsibility to withdraw all data from the platform on the cessation of your use of the platform. We do not have a responsibility to store your data after the termination of your use of the product.

5. Confidentiality and Proprietary Rights

You and Consequence understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating  to the Disclosing Party’s business (referred to as “Proprietary Information” of the  Disclosing Party). Proprietary Information of Consequence includes non-public information regarding features, functionality and performance of the platform. Your proprietary Information includes non-public data provided by you to us to enable the platform (“Customer Data”).

  1. The Receiving Party agrees:
  • To take reasonable precautions to protect such Proprietary Information,and
  • Not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary Information.

Proprietary information does not include (a) information that becomes generally available to the public, or (b) information either party was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information  of  the  Disclosing Party or (e) is required to be disclosed by law.

You shall own all right, title and interest in and to Your Data. Consequence shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Consequence shall have the right collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and we will be free (during and after the term) to (i) use such information and data to improve and enhance the platform and Services and for other development, diagnostic and corrective purposes in connection with the Services and other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

No rights or licences are granted except as expressly set out in this Agreement.

6. Payment of Fees

You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

If your use of the platform exceeds the usage limits agreed between us, or otherwise requires the payment of additional fees, you shall be billed for such usage automatically alongside your subscription.

7. Term and Termination

As stated, you may terminate your use of the platform and services at any point.  The platform will be accessible until the last day access has been paid for, and then all access will be restricted.

There are no refunds unless we materially breaches any of the terms or conditions of this Agreement. You will pay in full for the platform and services up to and including the last day on which they are provided. Upon any termination, it is your responsibility to extract any data on the platform. Thereafter we may, but are not obligated to, delete stored Customer Data.

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

8. Provisions of access

We shall use reasonable efforts consistent with prevailing industry standards to maintain the platform in a manner which minimises errors and interruptions in the platform. The platform or services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by third-party providers, or because of other causes beyond our reasonable control, but we shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, we do not warrant that the platform will be uninterrupted or error free; nor make any warranty as to the results that may be obtained from use of the platform.

While all due care has been taken, we do not warrant that the operation of the platform will be uninterrupted or error free or that any third party components of the platform, will be accurate or error free or that the platform will be compatible with any application, program or software not specifically identified as compatible by us.

You acknowledge and accept that it is your sole responsibility to ensure that:

  1. the facilities and functions of the platform meet the Customer’s requirements;
  2. the platform are appropriate for your specific circumstance and are within the laws and regulations of your jurisdiction.
  3. we do not purport to provide any legal, taxation or accountancy advice by providing the platform and services under this Agreement.

We will not be liable for any failure of the platform to provide any function not described in the documentation.

9. Limitation on Liability

Except in the case of death or personal injury caused by our negligence, the liability of Consequence under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the fees paid by you to us for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not we have been advised of the possibility of such damages.

Neither party is liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.

You will at all times indemnify and hold harmless Consequence and its officers, employees and agents in respect of any third party claim for any injury, loss, damage or expense occasioned by or arising directly or arising directly or indirectly from:

  1. a breach by you of its obligations under this Agreement;
  2. any willful, unlawful or negligent act or omission by you.
10. Other

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable or sub-licensable by you except with Consequence’s prior written consent. We may transfer and assign any of its rights and obligations under this Agreement without consent.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, by email when receipt is electronically confirmed.

We use your personal information in accordance with our Privacy Policy. Please take the time to read it as it includes important details about how we secure and process your data.

Each party on behalf of itself acknowledges and agrees with the other party that:

  1. this agreement together with any documents referred to in it constitutes the entire agreement and understanding between you and us and supersedes any previous agreement between the parties relating to the Appointment (which shall be deemed to have been terminated by mutual consent);
  2. in entering into this agreement neither party has relied on any Pre-Contractual Statement; and
  3. the only remedy available to each party for breach of this agreement shall be for breach of contract under the terms of this agreement and no party shall have any right of action against any other party in respect of any Pre-Contractual Statement.
11. Governing Law & Jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).