Terms and Conditions

Circuland Ltd - Platform Terms and Conditions

These terms and conditions ("Terms") govern your use of the Circuland Platform. By creating an account, accessing the Platform, or using the Services, you agree to be bound by these Terms on behalf of yourself and the organisation you represent (the "Client").

Where you have entered into a separate signed SaaS Agreement or other written agreement with Circuland Ltd, that agreement shall take precedence over these Terms to the extent of any inconsistency.

For the purposes of these Terms:

• "Commencement Date" means the date on which the Client first creates an account on the Platform or the date specified in a signed agreement;
• "Subscription Term" means the period during which the Client's subscription remains active, including any renewal periods;
• "Initial Subscription Term" means the initial subscription period agreed between the parties, whether in writing or at the point of subscription;
• "Renewal Period" means each successive period for which the subscription is renewed;
• "Project" means any project or property for which the Client uses the Platform;
• "Fees" means the charges payable by the Client for the Services as agreed between the parties at the point of subscription or as set out in a signed agreement;
• "Payment Terms" means the payment terms agreed between the parties at the point of subscription or as set out in a signed agreement.

1. Interpretation

1.1 The definitions below and the rules of interpretation in this clause apply in these Terms.

Authorised Users: those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation.

Basic Seat: a user licence with view-only access.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: all proprietary or confidential information (however recorded or preserved) disclosed by a party to the other party whether before or after the date of these Terms, including but not limited to any information that would be regarded as confidential by a reasonable business person relating to:

• (a) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
• (b) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party.

Client Data: the data inputted by the Client, Authorised Users, or the Supplier on the Client's behalf for the purpose of using the Services or facilitating the Client's use of the Services.

Data: the data accessed by the Client and/or the Authorised Users by way of the Services.

Data Protection Legislation: to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Client or Supplier is subject, which relates to the protection of personal data.

Documentation: the document made available to the Client by the Supplier online via app.circuland.co.uk or such other web address notified by the Supplier to the Client from time to time which sets out a description of, and the user instructions for, the Services.

Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

EU Law: the law of the European Union or any member state of the European Union.

Full Seat: a floating user licence with edit and admin access, assigned to a named or rotating user.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Client or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

Platform: means the Circuland software-as-a-service platform for Digital Product Passports, Building Passports, and Materials Passports, including all features, functionality, and content accessible by the Client and its Authorised Users under these Terms. means the Supplier's library of generic data and product passport data (Digital Product Passports), which is made available to all users of the Platform and is not specific to any individual Client or Project.

Project Champion: a user nominated by the Client for ongoing collaboration and communication with the Supplier.

Services: means the subscription services provided by the Supplier to the Client under these Terms, including access to and use of the Platform via app.circuland.co.uk, together with any specified training, support, consulting and other associated deliverables as described in the Documentation and any applicable agreement between the parties.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Term: the Initial Subscription Term, together with any subsequent Renewal Periods, starting from the Commencement Date.

Supplier: Circuland Ltd, a company incorporated and registered in England and Wales with company number 14353001 whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Virus: 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 or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing, and Appropriate Technical and Organisational Measures: as defined in the Data Protection Legislation.

1.3 Clause headings shall not affect the interpretation of these Terms.

1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.

1.8 A reference to writing or written includes e-mail.

2. Term and Termination

2.1 These Terms shall, unless otherwise terminated as provided in this clause 2, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, shall be automatically renewed for successive Renewal Periods unless:

• (a) either party notifies the other party of termination, in writing, at least 60 calendar days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
• (b) otherwise terminated in accordance with the provisions of these Terms.

2.2 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:

• (a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
• (b) the other party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
• (c) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
• (e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Terms is in jeopardy.

2.3 On termination of these Terms for any reason:

• (a) all licences granted under these Terms shall immediately terminate and the Client shall immediately cease all use of the Services, Data and/or the Documentation;
• (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
• (c) the Supplier may delete, destroy or otherwise dispose of any of the Client Data in its possession in accordance with the Supplier's policy, unless the Supplier receives, no later than 30 days after the effective date of the termination, a written request for the delivery to the Client of the then most recent back-up of the Client Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Client Data. For the avoidance of doubt, the back-up of Client Data shall include only Client Data as defined in these Terms, delivered in a format determined by the Supplier. The back-up shall not include any of the Supplier's proprietary data structures, templates, classification systems, Product Library data, or any enrichment, classification, scoring, or structuring applied to the Client Data by the Supplier through the Platform; and
• (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 which existed at or before the date of termination, shall not be affected or prejudiced.

3. Services and Supplier Obligations

3.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Platform, Data and the Documentation to the Client as described in these Terms and any applicable agreement between the parties.

3.2 Subject to the Client complying with these Terms, the Supplier grants the Client a non-exclusive, non-transferable right, without the right to grant sublicences, to permit Authorised Users to use the Platform, Data and Documentation, during the Subscription Term, solely for the Client's internal business operations and solely in respect of the Project.

3.3 The Supplier shall provide its standard support services and training to the Client as agreed between the parties.

3.4 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

3.5 The undertaking at clause 3.4 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 3.4.

3.6 The Supplier:

(a) does not warrant that:

• (i) the Client's use of the Services will be uninterrupted or error-free; or
• (ii) that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client's requirements; or
• (iii) the Software or the Services will be free from Vulnerabilities or Viruses; or
• (iv) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.7 These Terms shall not prevent the Supplier 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 these Terms.

3.8 The Supplier warrants that it has and will maintain all necessary licences, consents and permissions necessary for the performance of its obligations under these Terms.

3.9 The Supplier shall follow its standard archiving procedures for Client Data. In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the Supplier in accordance with those procedures. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Client Data maintenance and back-up for which it shall remain fully liable).

3.10 Any services, integrations, data exports, or deliverables not expressly described in these Terms or in a signed agreement between the parties are outside the scope of the Services. The Supplier shall not be obliged to provide any such additional services, and if agreed, they shall be subject to additional Fees at the Supplier's then-current rates.

4. User Subscriptions and Client Obligations

4.1 In relation to the Authorised Users, the Client undertakes that:

• (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number agreed by the parties in writing from time to time;
• (b) each Authorised User shall keep a secure password for their use of the Services, Data and Documentation and that each Authorised User shall keep their password and other login credentials safe and confidential.

4.2 The Client's subscription to the Platform includes the number of Basic Seats and Full Seats as agreed between the parties in writing from time to time.

4.3 The Client shall nominate a Project Champion to be responsible for ongoing support, collaboration and communication with the Supplier during the Subscription Term.

4.4 The Client shall not access, store, distribute or transmit any Viruses, or any material during its use of the Services that:

• (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• (b) facilitates illegal activity;
• (c) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• (d) is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.

4.5 The Client shall:

• (a) provide the Supplier with all necessary co-operation in relation to these Terms and all necessary access to such information as may be required by the Supplier in order to provide the Services, including but not limited to Client Data, security access information and configuration services;
• (b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
• (c) carry out all other Client responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
• (d) ensure that the Authorised Users use the Services, Platform, Data and the Documentation in accordance with these Terms and shall be responsible for any Authorised User's breach of these Terms;
• (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
• (f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
• (g) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

4.6 The Client shall not:

• (a) 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 Terms:
  • (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Data and/or Documentation (as applicable) in any form or media or by any means; or
  • (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software and/or Data; or
• (b) access all or any part of the Services, Platform, Data and Documentation to build a product or service which competes with the Services, Platform and/or the Documentation; or
• (c) use the Services, Platform and/or Documentation to provide services to third parties; or
• (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Platform, Data and/or Documentation available to any third party except the Authorised Users; or
• (e) attempt to obtain, or assist third parties in obtaining, access to the Services, Platform, Data and/or Documentation, other than as provided under this clause 4; or
• (f) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems; or
• (g) use the Platform or Services to extract, compile, or systematically download Data for the purpose of populating, training, or enhancing any external database, platform, or system, whether operated by the Client or a third party, without the Supplier's prior written consent.

4.7 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Platform, Data and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

4.8 Except where agreed by the Supplier in writing, the rights provided under this clause 4 are granted to the Client only and shall not be considered granted to any subsidiary or holding company of the Client.

4.9 The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.

5. Data Protection

5.1 Each party will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

5.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and the Supplier is the Processor. The scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject are as set out below:

5.3 Without prejudice to the generality of clause 5.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of these Terms.

5.4 Without prejudice to the generality of clause 5.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under these Terms:

• (a) process that Personal Data only on the documented written instructions of the Client, unless the Supplier is required by Domestic Law or EU Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law or EU Law as the basis for processing Personal Data, the Supplier shall promptly notify the Client of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits the Supplier from so notifying the Client;
• (b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
• (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
• (d) not transfer any Personal Data outside the EEA unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
  • (i) the Client or the Supplier has provided appropriate safeguards in relation to the transfer;
  • (ii) the data subject has enforceable rights and effective legal remedies;
  • (iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
  • (iv) the Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
• (e) assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• (f) notify the Client without undue delay on becoming aware of a Personal Data Breach;
• (g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of these Terms unless required by Domestic Law or EU Law to store the Personal Data; and
• (h) maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and allow for audits by the Client or the Client's designated auditor and immediately inform the Client if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

5.5 The Supplier shall appoint or change any sub-processors with the general authorisation of the Client. The Supplier shall confirm that:

• (a) it shall impose on all sub-processors the same data protection obligations as set out in clause 5; and
• (b) it shall remain fully liable for the actions of its sub-processors at all times.

6. Proprietary Rights

6.1 The Client acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services, the Platform, the Data and the Documentation. Except as expressly stated herein, these Terms do not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Platform, Data or the Documentation.

6.2 The Supplier confirms that it has all the rights in relation to the Services, the Platform, the Data and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

6.3 The Supplier grants the Client a non-exclusive, non-transferable licence to use reports, outputs and exports from the Platform solely for its internal business purposes relating to the Project.

6.4 For the avoidance of doubt, the underlying algorithms, data models, classification systems, templates, methodologies, and software embedded in any outputs, reports, or exports from the Platform remain the exclusive intellectual property of the Supplier. The Product Library, including all generic data and digital product passport data, is and shall remain the exclusive property of the Supplier. The Client acknowledges that product data contributed to the Product Library during the Client's use of the Platform may be made available to other users of the Platform and does not constitute Client Data for the purposes of these Terms.

6.6 The Client acknowledges that the Supplier's classification systems, verification processes, data structures, passport templates, and assessment methodologies constitute the Supplier's Confidential Information and trade secrets, regardless of whether they are visible to the Client through the use of the Platform.

7. Indemnity

7.1 The Client shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services, Platform and/or Documentation, provided that:

• (a) the Client is given prompt notice of any such claim;
• (b) the Supplier provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and
• (c) the Client is given sole authority to defend or settle the claim.

7.2 The Supplier shall defend the Client, its officers, directors and employees against any claim that the Client's use of the Services, Platform or Documentation in accordance with these Terms infringes any patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:

• (a) the Supplier is given prompt notice of any such claim;
• (b) the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
• (c) the Supplier is given sole authority to defend or settle the claim.

7.3 In the defence or settlement of any claim, the Supplier may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 10 Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.

7.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:

• (a) a modification of the Services, Platform, Data or Documentation by anyone other than the Supplier; or
• (b) the Client's use of the Services, Platform or Documentation in a manner contrary to the instructions given to the Client by the Supplier; or
• (c) the Client's use of the Services, Platform, Data or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

7.5 The foregoing and clause 8.3(b) state the Client's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

8. Limitation of Liability

8.1 Except as expressly and specifically provided in these Terms:

• (a) the Client assumes sole responsibility for results obtained from the use of the Services, the Platform, the Data and the Documentation by the Client, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Client in connection with the Services, Platform and/or Data, or any actions taken by the Supplier at the Client's direction;
• (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
• (c) the Services, Platform, Data and the Documentation are provided to the Client on an "as is" basis.

8.2 Nothing in these Terms excludes the liability of either party:

• (a) for death or personal injury caused by negligence; or
• (b) for fraud or fraudulent misrepresentation.

8.3 Subject to clause 8.1 and clause 8.2:

• (a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
• (b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 7.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Fees paid by the Client under these Terms during the 12 months immediately preceding the date on which the claim arose.

8.4 Nothing in these Terms excludes or limits the liability of the Client for any breach, infringement or misappropriation of the Supplier's Intellectual Property Rights.

8.5 The Supplier shall have no liability to the Client under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

8.6 The Supplier holds professional indemnity insurance up to £5,000,000 and public liability insurance up to £1,000,000.

9. Variation

9.1 Where these Terms apply by virtue of a signed agreement between the parties, no variation shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

9.2 The Supplier may update these Terms as published on its website from time to time upon 30 days' prior written notice to the Client (which may be given by email or by notice published on the Platform). The Client's continued use of the Platform after such notice period shall constitute acceptance of the updated Terms. If the Client does not agree to the updated Terms, the Client may terminate these Terms in accordance with clause 2.

10. Notices

10.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office or principal place of business, or sent by email to the email address habitually used by the receiving party in relation to these Terms.

10.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission unless notice of non-receipt is received by the sender.

11. Waiver

No failure or delay by a party to exercise any right or remedy provided under these 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.

12. Rights and Remedies

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

13. Severance

13.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.

13.2 If any provision or part-provision of these Terms is deemed deleted under clause 13.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14. Entire Agreement

14.1 These Terms, together with any signed agreement between the parties, constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.2 Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

14.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

14.4 Nothing in this clause shall limit or exclude any liability for fraud.

15. Assignment

15.1 The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

15.2 The Supplier 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 Terms.

16. No Partnership or Agency

Nothing in these Terms is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17. Third Party Rights

These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

18. Counterparts

Where these Terms are executed as a signed agreement, they may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

19. Charges and Payment

19.1 Unless otherwise agreed between the parties, the Client shall pay the Fees to the Supplier in accordance with the Payment Terms.

19.2 Additional charges apply for extra Full Seat licences, additional support, or work beyond the agreed scope of Services.

19.3 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

• (a) the Supplier may, without liability to the Client, disable the Client's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
• (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

19.4 All amounts and fees stated or referred to in these Terms:

• (a) shall be payable in pounds sterling;
• (b) are non-cancellable and non-refundable;
• (c) are exclusive of value added tax (VAT), which shall be added to the Supplier's invoice(s) at the appropriate rate.

19.5 The Supplier shall be entitled to increase the Fees at the start of each Renewal Period upon 30 days' prior notice in writing to the Client.

20. Confidentiality

20.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:

• (a) is or becomes publicly known other than through any act or omission of the receiving party;
• (b) was in the other party's lawful possession before the disclosure;
• (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

20.2 Subject to clause 20.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of these Terms.

20.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.

20.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 20.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

20.5 The Client acknowledges that details of the Services, the Data and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

20.6 The Supplier acknowledges that the Client Data is the Confidential Information of the Client.

20.7 The Client consents to the Supplier identifying the Client as an existing customer from time to time and agrees to provide such support and assistance in relation to preparation of a case study on the subject of the Client's use of the Services and the Platform, as the Supplier shall reasonably require. The Client further consents to the Supplier using anonymised project metrics (such as number of passports created, building type, and sustainability outcomes) in marketing materials, provided such information cannot reasonably be used to identify the Client's specific project without the Client's prior written consent.

20.8 The Supplier may use anonymised and aggregated data derived from the Client's use of the Services and/or Platform for analytics, reporting, benchmarking, research, improvements to the Platform and the Services, and the development of new products and services, provided such data cannot be linked to the Client or its Authorised Users.

20.9 The above provisions of this clause 20 shall survive termination of these Terms however arising.

21. Dispute Resolution

21.1 Any disputes or issues arising in connection with these Terms shall be handled initially through direct communication between designated representatives of both parties.

21.2 If resolution cannot be achieved within 14 days, the matter shall be escalated to senior management of both parties.

21.3 If no resolution is reached within a further 14 days, either party may pursue legal remedies in accordance with clause 22.

22. Governing Law and Jurisdiction

22.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims) provided that either party may enforce any judgement of the courts of England and Wales in the courts of any jurisdiction.

23. Contact

For any questions about these Terms, please contact us at: contactus@circuland.co.uk

Circuland Ltd
71-75 Shelton Street,
Covent Garden,
London,
United Kingdom,
WC2H 9JQ

Company number: 14353001