CO2e audit and offsetting service agreement

This Agreement is made on [Date] between:

(1) eBiscuits limited , a company incorporated in England and Wales with registered number of 07648734 and registered office at 75 Maygrove Road, London, NW6 2EG (“Provider”); and

(2) [Client Name], a company/person with registered number (if applicable) [●] and address at [●] (“Client”).

1. Acceptance of Terms

1.1. By commissioning the Services, making payment of any fees, or using the Provider’s Logo, the Client shall be deemed to have read, understood, and accepted these Terms and Conditions in full.
1.2. If the Client does not agree to these Terms, they must not engage the Services or use the Logo.

2. Definitions

• “Services” means the carbon audit, reporting, and offsetting services provided by the Provider.
• “Logo” means any certification logo, mark, or insignia issued by the Provider to indicate completion of the Services.
• “Deliverables” means reports, data, and certificates supplied by the Provider under this Agreement.

3. Services

3.1. The Provider shall supply the Services with reasonable care, skill, and diligence, in accordance with industry standards.
3.2. The Services include:

• Conducting a carbon audit of the Client’s operations;
• Providing a written report of findings;
• Facilitating the purchase of carbon offsets (if agreed);
• Issuing a confirmation of completion and, subject to Clause 6, granting limited use of the Provider’s Logo.

4. Fees and Payment

4.1. The Client shall pay the Provider fees of £[Amount] fixed monthly/yearly fee, in accordance with the payment schedule set out in Schedule 1.
4.2. Invoices are payable within [30] days of issue.
4.3. Late payments may incur interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.
4.4. The Provider may suspend Services or withhold Deliverables where payment is overdue.

5. Deliverables

5.1. Deliverables remain the property of the Provider until all fees have been paid in full.
5.2. The Provider may withhold the right to issue or validate certificates until full payment has been received.

6. Logo Use

6.1. The Client shall have no right to use the Provider’s Logo or offsetting certification images unless and until:

• All fees due under this Agreement have been paid in full; and
• The Provider has confirmed in writing that the Client is authorised to use the Logo/images.
  6.2. Use of the Logo without full payment shall constitute a material breach of this Agreement.
  6.3. The Client may not alter, distort, or combine the Logo with other marks, nor imply any endorsement beyond the Services delivered.
  6.4. The Provider may revoke permission to use the Logo at any time if:
• Payment is overdue;
• The Logo is used in a misleading, unlawful, or harmful way; or
• The Client ceases to meet the Provider’s certification standards.
  6.5. On termination of this Agreement, or if payment is withheld, the Client must immediately cease all use of the Logo and remove it from all materials.

7. Client Obligations

7.1. The Client shall provide accurate and complete data required for the Services.
7.2. The Client warrants that all information supplied is true and not misleading.
7.3. The Provider shall not be liable for errors in Deliverables caused by inaccurate or incomplete information supplied by the Client.

8. Liability

8.1. Nothing in this Agreement limits liability for death, personal injury, or fraud.
8.2. Subject to 8.1, the Provider’s total liability shall not exceed the total fees paid under this Agreement.
8.3. The Provider shall not be liable for indirect, special, or consequential losses.

9. Term and Termination

9.1. This Agreement commences on the Effective Date and continues until completion of the Services, unless terminated earlier.
9.2. Either party may terminate with immediate effect if the other materially breaches this Agreement and fails to remedy such breach within 30 days of notice.
9.3. Termination shall not affect any rights accrued prior to termination.

10. Intellectual Property

10.1. All intellectual property rights in the Logo, Deliverables, and any materials created by the Provider remain the exclusive property of the Provider.
10.2. The Client is granted a limited, revocable licence to use Deliverables only for internal business purposes.

11. Governing Law and Jurisdiction

11.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
11.2. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.