Compare Your Footprint — Terms and Conditions of Service

Version 2.0 | April 2026
The applicable CYF contracting entity, governing law, and courts are identified in the Group Entity and Jurisdiction Schedule.

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Parties

The Agreement is between the applicable CYF group entity identified in the Group Entity and Jurisdiction Schedule for the Customer's jurisdiction ("CYF") and you ("the Customer"). The identity of the CYF contracting entity, its registered address, the governing law, and the courts that apply to this Agreement are set out in the Group Entity and Jurisdiction Schedule. The applicable entity is determined by the Customer's billing address at the point of signup in accordance with the Jurisdiction Trigger Rules in the Group Entity and Jurisdiction Schedule.

This is a click-to-agree contract. By clicking to accept, completing an online checkout, or signing an Order Form, the Customer agrees to be bound by these Terms and Conditions. The Customer must be at least 18 years old. The person accepting on behalf of the Customer warrants that they have authority to do so.

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Contract Structure and Order of Precedence

The Agreement between the Customer and CYF comprises:

• any applicable Order Form(s) or online checkout confirmation;
• these Terms and Conditions;
• the Privacy Policy (available at https://www.compareyourfootprint.com/privacy-policy/);
• the SLA; and
• the Group Entity and Jurisdiction Schedule;
• the Data Processing Agreement; and
• the Consultant Licence Addendum (where activated by Order Form).

In the event of conflict, precedence is: (1) Order Form or checkout confirmation (most recent first); (2) Terms and Conditions; (3) Consultant Licence Addendum (where applicable); (4) Data Processing Agreement; (5) Group Entity and Jurisdiction Schedule; (6) Privacy Policy; (7) SLA.

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PART ONE — SUBSCRIPTION SERVICES

1 Grant of Licence

CYF grants to the Customer the licence type specified in the applicable Order Form or checkout confirmation, being one or more of the following:

The specific licence type, number of Users, Subscription Term, and applicable fees are set out in the applicable Order Form or checkout confirmation. Unless expressly stated, the Customer is granted a Standard Licence only.

1.1 General conditions applying to all licence types:

• The Subscription Services are located on the Platform. CYF has full administrative access rights to the Platform. Users may access the Subscription Services but have no right to administer the Platform or receive a copy of the object code or source code to the Software.
• Users must have a reasonable-speed internet connection and compatible Local Equipment as set out in the Documentation.
• CYF may periodically Upgrade and Update the Services. CYF shall provide reasonable advance notice where Local Equipment upgrades are required.
• CYF has all required distribution rights to the Intellectual Property in the Software and Documentation.
• Neither party shall be liable for any failure or delay in performance caused by Force Majeure, provided that Force Majeure shall not excuse any obligation to pay Fees or other sums due under this Agreement.

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1A Report Distribution Right

1A.1 The Customer (under any licence type) may include CYF-generated reports, assessment outputs, charts, and data extracts in external documents including board packs, regulatory disclosures (including TCFD, CSRD, SECR, and equivalent frameworks), investor reports, supplier communications, and client deliverables ("Distributed Reports"), subject to the following conditions:

• Attribution is mandatory on all Distributed Reports. Every Distributed Report must carry the following notice in a legible position: "Carbon footprint data calculated using Compare Your Footprint™ (compareyourfootprint.com)". This requirement applies unless the Customer holds a White-Label Licence for the relevant output.
• Distributed Reports must not include or expose any underlying emission factors, calculation methodology, or raw platform data beyond the output figures presented in the report.
• Recipients of Distributed Reports receive a read-only, view-only right in respect of the CYF elements within those reports. Recipients may not reproduce, adapt, or further distribute CYF-generated content without CYF's prior written consent.
• The Report Distribution Right does not authorise the Customer to provide third-party clients with ongoing access to the Subscription Services or to generate assessments on behalf of clients. That use requires a Consultant Licence under Clause 1B.

1A.2 CYF recommends that where clients or suppliers require access to underlying data, the Customer uses the platform's invitation features to grant those parties direct access under their own licence or sub-licence.

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1B Consultant Licence

1B.1 A Consultant Licence is required where the Customer uses the Subscription Services to generate assessments, reports, or outputs for or on behalf of third-party clients ("End Clients"), whether or not those End Clients have access to the platform.

1B.2 The Consultant Licence operates under two models, which may apply concurrently:

• Scenario A — Invited Client: The Customer invites an End Client into the platform (via the platform's invitation features) to input their own data. The End Client operates as a sub-licensee under the EULA. The Customer remains liable to CYF for the End Client's compliance with the EULA.
• Scenario B — Consultant-Managed: The Customer generates assessments and reports on behalf of an End Client without that End Client accessing the platform. The End Client receives outputs only (not platform access). Per-client fees apply as set out in the Order Form or checkout confirmation for each End Client served under this model.

1B.3 Per-client fees under Scenario B shall be calculated as specified in the applicable Order Form or checkout confirmation. The Order Form shall specify the applicable mechanism (flat fee per End Client per year or percentage of the Customer's base Subscription Fee per End Client per year) and the applicable rate. The full terms of the Consultant Licence are set out in the Consultant Licence Addendum (available at https://www.compareyourfootprint.com/consultant-addendum/ and activated by the applicable Order Form).

1B.4 Attribution requirements for Consultant Licence holders:

• All outputs delivered to End Clients (whether under Scenario A or B) must carry the attribution notice specified in Clause 1A, unless a White-Label Licence has been obtained for those outputs.
• Where the Customer holds a co-branded licence (as specified in the Order Form), outputs must carry both the Customer's branding and CYF's branding in a format consistent with CYF's Brand Guidelines (published at https://www.compareyourfootprint.com/brand-guidelines/).
• The Customer shall not represent CYF's calculation methodology, emission factors, or benchmarking outputs as the Customer's own intellectual property.

1B.5 CYF may from time to time offer co-branded licence tiers that enable the Customer's logo to appear alongside CYF's branding on platform outputs. Co-branding is activated by the Order Form. CYF's Brand Guidelines may be updated by CYF from time to time without notice.

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1C Regulatory Disclaimer

1C.1 The Subscription Services are calculation and reporting tools designed to assist the Customer in estimating and tracking greenhouse gas emissions. They do not constitute regulatory, legal, accounting, or professional advice of any kind.

1C.2 The Customer is solely and entirely responsible for:

• the accuracy, completeness, and legal compliance of any regulatory filing, disclosure, or report in which CYF-generated outputs are used, including (without limitation) disclosures made under CSRD, SECR, TCFD, or any equivalent framework;
• ensuring that the data inputs used to generate assessments are accurate, complete, and appropriate for the relevant reporting standard;
• obtaining independent professional, legal, and audit advice before making any regulatory disclosure; and
• verifying that any output generated by the Subscription Services meets the specific requirements of the applicable regulatory framework.

1C.3 CYF makes no warranty that outputs generated by the Subscription Services will satisfy the specific requirements of any regulatory framework, or that their use in a regulatory filing will result in compliance with applicable law. Scope 3 emissions data in particular is subject to estimation, third-party inputs, and methodological variation; the Customer acknowledges these inherent limitations.

1C.4 Nothing in these Terms and Conditions shall make CYF liable for any regulatory penalty, fine, enforcement action, or third-party claim arising from a regulatory filing or disclosure that incorporates CYF-generated outputs.

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2 Conditions of Use

The Subscription Services are non-exclusive, non-transferable, and for the Customer's use only within the scope of the licence type granted. The Customer shall not:

• (a) transfer to any other person any of its rights to use the Subscription Services (subject to Clauses 1B and 21.4);
• (b) sell, license, rent or lease the Subscription Services except as provided in this Agreement;
• (c) make the Subscription Services available to anyone who is not a User or, where a Consultant Licence applies, an invited End Client sub-licensee;
• (d) create derivative works based upon the Subscription Services or Documentation, except as expressly permitted under Clause 1A or the Consultant Licence Addendum;
• (e) copy any feature, design or graphic in, or reverse engineer the Software or any part of it;
• (f) access the Subscription Services to build a Competing Product, or to assist any person to build a Competing Product, or permit any person who is building or assisting in building a Competing Product to access the Subscription Services — this restriction applies during the Subscription Term and for 12 months following termination or expiry of the Agreement (the "Restriction Period");
• (g) use the Subscription Services in a way that violates any criminal or civil law;
• (h) load test the Subscription Services to test scalability; or
• (i) exceed any usage limits listed on the applicable Order Form or checkout confirmation.

2.1 The restriction in Clause 2(f) shall survive termination or expiry of the Agreement for the Restriction Period. The Customer acknowledges that CYF's Subscription Services, methodology, and data represent significant commercial value and that the Restriction Period is reasonable and necessary to protect CYF's legitimate business interests.

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3 User Content and Security

3.1 Users provide all data for use in the Subscription Services. CYF is not obliged to modify or add to User Content except as specified in Clause 4. The Customer is solely responsible for User Content and its accuracy.

3.2 User Content belongs to Users or their licensors. CYF makes no claim to ownership of User Content except as specifically provided herein.

3.3 CYF shall keep User Content confidential in accordance with Clause 17.

3.4 Subject to Clause 3A, CYF shall only use User Content as strictly necessary to carry out its obligations under the Agreement, save that CYF:

• may observe and report back to the Customer on usage of the Subscription Services and make recommendations for improved usage;
• shall use reasonable endeavours to ensure that the data centre containing User Content complies with ISO 27001; and
• may exercise the rights set out in Clause 3A in respect of Anonymised Data.

3.5 CYF shall comply with Applicable Data Protection Law and Clauses 22 and 23. For the purposes of Applicable Data Protection Law (except in the case of Data Sharing under Clause 23), CYF will be a Data Processor and the Customer will be the Data Controller of User Content.

3.6 Sharing of login or account details is not permitted unless expressly authorised in writing by CYF. CYF accepts no liability for losses incurred as a result of account details being shared in breach of this Agreement.

3.7 Passwords must be strong, robust, and difficult to break.

3.8 Users should implement Industry Best Practice security at all times, including: Cyber Essentials Certification; strong, regularly changed passwords; not saving login details in internet browsers; and two-factor authentication at each endpoint.

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3A Data Use Rights (Anonymised Data)

3A.1 CYF shall have the right to anonymise User Content and Platform Data (including Scope 1, 2, and 3 emissions data, activity data, revenue data, facility data, and any other data inputted to the Subscription Services) ("Anonymised Data"), provided that such anonymisation meets the standard in Clause 3A.2.

3A.2 For the purposes of this Agreement, "anonymisation" means the irreversible processing of data such that no individual, organisation, or entity can be identified, directly or indirectly, by any means reasonably likely to be used, consistent with the standard described in Recital 26 of the UK GDPR and equivalent provisions of Applicable Data Protection Law. Anonymised Data is not Personal Data and is not Confidential Information for the purposes of Clause 17.

3A.3 CYF shall have the right to use Anonymised Data, without restriction, for any purpose, including:

• producing industry benchmarks, sector comparisons, revenue-band percentiles, and other analytical outputs;
• building benchmark datasets as features within the Subscription Services;
• calibrating, training, and improving CYF's algorithms, emission factor methodologies, and calculation models;
• product development and the creation of new or derivative products and services;
• publishing reports, white papers, marketing materials, and public datasets;
• licensing or sharing aggregated Anonymised Data with third parties, including industry bodies, research institutions, and commercial partners; and
• any other use that does not permit re-identification of the Customer or any individual.

3A.4 CYF shall own all Anonymised Data and all derivative works, datasets, models, and products created from Anonymised Data. The Customer has no rights in or claims to Anonymised Data.

3A.5 CYF's rights under this Clause 3A are perpetual and irrevocable and survive termination or expiry of this Agreement without limit in time. Once data has been irreversibly anonymised in accordance with Clause 3A.2, it is no longer Personal Data and no deletion, erasure, or data subject request made under Applicable Data Protection Law can apply to it or affect CYF's rights in it. This position applies equally to Users under the EULA.

3A.6 Nothing in this Clause 3A permits CYF to disclose data in a form that identifies the Customer or any individual without the Customer's prior written consent.

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4 Acceptable Usage Policy

4.1 When using the Subscription Services, Users must not:

• use obscene or vulgar language;
• upload or transmit any material that is unlawful or otherwise objectionable;
• upload or transmit material intended to promote or incite violence or any unlawful conduct;
• infringe the Intellectual Property rights of any third party;
• upload or transmit material containing viruses or other harmful software; or
• use the Subscription Services for unauthorised mass communications.

4.2 CYF may edit or take down User Sites that breach this Clause without prior consultation.

4.3 The Customer acknowledges that CYF may retain copies of any communications, User Content, and User Sites submitted to CYF.

4.4 Users must comply with Applicable Data Protection Law at all times.

4.5 Users who are the Customer's employees, consultants, invited End Clients, and other third parties must enter into the EULA.

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5 Intellectual Property and Emission Factor Protection

5.1 All Content (excluding User Content), the Database, the Software, the Documentation, and the Emission Factor Database are the property of CYF, CYF's Affiliates, or CYF's licensors. By using the Subscription Services the Customer acknowledges that such material is protected by applicable United Kingdom and international Intellectual Property laws, including database rights under the Copyright and Rights in Databases Regulations 1997.

5.2 CYF's emission factors, factor compilations, calculation methodologies, benchmarking algorithms, and related data (the "Emission Factor Database") constitute valuable Confidential Information and proprietary Intellectual Property of CYF and/or CYF's licensors. The Emission Factor Database includes both CYF's own compiled and licensed datasets and any proprietary enrichments, mappings, or derivations applied by CYF to publicly available source data.

5A Emission Factor Restrictions

5A.1 The Customer shall not, and shall ensure that Users and End Clients do not:

• extract, copy, systematically record, download, scrape, or otherwise capture any emission factor data or factor values accessed through the Subscription Services, by any means, for any purpose other than reviewing the Customer's own assessment outputs as displayed in the platform;
• reverse engineer, reconstruct, or attempt to derive CYF's emission factor methodology, factor sources, or calculation logic from any platform output;
• use any emission factor data accessed through the Subscription Services to build, calibrate, train, or improve any competing or third-party carbon accounting system, tool, or dataset;
• share, disclose, or transfer any emission factor data accessed through the Subscription Services to any third party, except as Distributed Reports in accordance with Clause 1A; or
• use factors accessed through the Subscription Services to generate outputs for any client or purpose other than those licensed under the Agreement.

5A.2 The restrictions in Clause 5A apply regardless of whether any specific emission factor may be available from a public source. The restrictions relate to the act of extraction from, or reverse engineering of, the Subscription Services — not to independently obtained public data.

5A.3 These restrictions survive termination or expiry of the Agreement without time limit.

5B Audit Right

5B.1 CYF shall have the right, on not less than 14 days' written notice (or immediately in cases of suspected material breach), to require the Customer to provide records and information sufficient to verify:

• the number and identity of End Clients for whom the Customer has generated assessments or reports using the Subscription Services, including the number and nature of distinct assessment records created in the platform for each End Client;
• the emission factor data, if any, that the Customer or its Users have recorded, downloaded, or extracted from the Subscription Services;
• the Distributed Reports and other outputs generated through the Subscription Services and delivered to third parties; and
• the Customer's compliance with the conditions of the licence type granted.

5B.2 The Customer shall maintain records sufficient to enable the audit in Clause 5B.1 and shall provide those records to CYF within 14 days of a written request.

5B.3 CYF may appoint an independent auditor to conduct an audit under this Clause 5B. The cost of the audit shall be borne by CYF unless the audit reveals a material breach by the Customer, in which case the Customer shall bear the reasonable costs of the audit.

5C Liquidated Damages for Unlicensed Client Use

5C.1 If CYF determines, following an audit or otherwise, that the Customer has used the Subscription Services to generate assessments or outputs for End Clients beyond those covered by the applicable licence and for which the applicable per-client fees have not been paid, CYF shall be entitled to invoice the Customer for the applicable per-client fees at CYF's then-current standard list price for all such End Clients.

5C.2 Such fees shall be calculated from the earlier of: (i) the date CYF has reasonable grounds to believe the unlicensed use commenced; or (ii) the date of the Customer's first use of the Subscription Services for that End Client. Such fees are immediately due on invoice regardless of whether the Subscription Services were directly used for those End Clients.

5C.3 The parties agree that the mechanism in Clause 5C represents a genuine pre-estimate of CYF's loss arising from unlicensed client use. The End Client fee specified in the Order Form represents the commercial value of the licence granted to access CYF's Emission Factor Database and proprietary benchmarking methodology in respect of each End Client assessment, and reflects the lost licence revenue and Intellectual Property value to CYF of that unlicensed use. It is not intended as a penalty.

5C.4 CYF's right to invoice under Clause 5C is without prejudice to any other rights or remedies CYF may have, including termination under Clause 14.

5.3 The Customer may print, reproduce, copy, or re-use Content from the Subscription Services for personal or educational purposes only, unless CYF gives express written permission for other use.

5.4 Any new inventions, designs, or processes that evolve in performance of or as a result of this Agreement shall be the property of CYF unless otherwise agreed in writing.

5.5 Any trade mark, trade name, or logo appearing on or in the Software is the property of CYF and must not be copied, obscured, or removed, except where a White-Label Licence expressly permits suppression of CYF branding.

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5D Auditor and Verifier Access

5D.1 Where a third-party Auditor requires access to emission factor data for the purpose of independently verifying or providing assurance over the Customer's GHG emissions report or Assessment, the Customer may request that CYF grant the Auditor limited access to the Subscription Services for that purpose only.

5D.2 Before accessing the Subscription Services, the Auditor must agree to CYF's Auditor Terms of Access. The Auditor Terms restrict the Auditor to: accessing only the factors relevant to the specific Assessment being verified; not retaining any factor data beyond the completion of the audit; not disclosing factor data to any third party; and not using factor data for any other client, purpose, or engagement.

5D.3 The Customer is responsible for ensuring that any Auditor to whom it grants access has agreed to the Auditor Terms of Access before accessing the platform.

5D.4 CYF's Auditor Terms of Access are available within the platform and at https://www.compareyourfootprint.com/auditor-terms/.

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6 User Site Intellectual Property

6.1 Intellectual Property rights in User Content of User Sites belong to the User to which those User Sites belong, unless expressly stated otherwise.

6.2 For the avoidance of doubt, the Database (excluding User Content therein) and the Emission Factor Database shall not be considered User Content.

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7 Third Party Intellectual Property

7.1 Unless otherwise expressly indicated, all Intellectual Property rights in Content belong to the manufacturers or distributors of such Content.

7.2 Subject to Clause 5, the Customer may not reproduce, copy, distribute, store, or re-use Content unless given express written permission by the relevant manufacturer or supplier.

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8 Sub-licences

8.1 The Customer agrees not to represent itself as agent of CYF, nor pledge CYF's credit, give warranties on CYF's behalf, or commit CYF to any contract.

8.2 The Customer is entitled to grant the number of Sub-licences detailed in the applicable Order Form or checkout confirmation.

8.3 Sub-licences must include the EULA unless specified otherwise in the Order Form.

8.4 Notwithstanding that the Customer has granted a Sub-licence, the Customer remains liable to CYF under the Agreement.

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9 Subscription Services Warranties

9.1 CYF warrants that: (i) the Subscription Services will function substantially as described in the Documentation; and (ii) CYF owns or otherwise has the right to provide the Subscription Services under this Agreement.

9.2 If the Subscription Services do not function substantially in accordance with the Documentation, CYF shall modify the Subscription Services or provide a workaround. If neither is commercially feasible, either party may terminate the relevant Order Form and CYF shall refund all fees pre-paid for unused Subscription Services.

9.3 CYF has no warranty obligations for: (i) Software modified by the Customer or any third party without CYF's written approval; or (ii) problems caused by Third-Party Software, hardware, accidental damage, or matters beyond CYF's reasonable control.

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PART TWO — PROFESSIONAL SERVICES

10 Professional Services Warranties

10.1 CYF warrants that the Professional Services shall substantially conform to the applicable Order Form and shall be performed with reasonable skill, care, and diligence. If the Professional Services do not conform, CYF shall re-perform them to correct the defective performance.

10.2 CYF shall comply with the terms of the SLA at all times.

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11 Customer's Responsibilities

11.1 The Customer shall provide CYF with all information, access, and good-faith cooperation reasonably necessary to enable CYF to deliver the Professional Services. If the Customer fails to do so, CYF shall be relieved of its obligations to the extent those obligations depend on the Customer's performance.

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PART THREE — GENERAL

12 Term of Agreement

The Agreement starts on the date both parties sign or accept an Order Form (or on the date of the online checkout confirmation for self-serve customers) and ends when CYF is no longer obliged to provide Services under any Order Form or checkout confirmation.

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13 Payments

13.1 The Customer shall pay the Fees listed in, and in accordance with, the applicable Order Form or checkout confirmation.

13.2 If the Customer initially purchases Subscription Services for a term and subsequently orders an additional product, the purchase price for the additional product shall be pro-rated to align with the initial Subscription Term expiry date, unless specified otherwise in the relevant Order Form.

13.3 All Fees are exclusive of VAT and any other applicable taxes or duties. The Customer shall pay any applicable VAT in addition to the Fees at the prevailing rate, upon receipt of a valid VAT invoice from CYF.

13A Self-Serve and Click-to-Agree Pricing

13A.1 Where the Customer purchases Subscription Services via the CYF online checkout without a signed Order Form, the pricing tier, number of users, licence type, and subscription term confirmed at checkout shall constitute the Order Form for the purposes of this Agreement.

13A.2 CYF publishes its current pricing tiers at https://www.compareyourfootprint.com/pricing/. Published pricing applies to new customers. Existing customers are subject to the annual review mechanism in Clause 13B.

13A.3 CYF may amend published pricing for new customers at any time. Such changes do not affect Fees payable by existing customers during their current Subscription Term.

13B Annual Price Review

13B.1 CYF may increase the Fees payable under any Order Form or checkout confirmation on each anniversary of the relevant start date (the "Review Date"), subject to the following:

• Any increase shall not exceed the higher of: (i) five per cent (5%); or (ii) the percentage change in the UK Consumer Price Index (CPI) for the 12-month period ending 30 days before the Review Date, as published by the Office for National Statistics.
• CYF must give the Customer not less than 30 days' written notice before the Review Date of any intended increase (a "Price Notice").
• If CYF does not issue a Price Notice before a Review Date, Fees remain unchanged until the next Review Date.
• The annual review applies within multi-year Subscription Terms as well as at renewal, on each anniversary of the start date.
• Where a discount has been applied, any percentage increase is calculated by reference to the undiscounted list price at the time of the Review Date, unless the Order Form expressly states otherwise.

13B.2 If CYF issues a Price Notice seeking an increase above the permitted cap in Clause 13B.1, the Customer may terminate the Agreement (or relevant Order Form) without penalty by written notice to CYF within 14 days of receipt. Termination takes effect on the Review Date.

13B.3 CYF is not obliged to increase Fees at any Review Date and may elect to hold Fees unchanged.

13B.4 New pricing agreed in a new or amended Order Form or Change Order supersedes the automatic review mechanism for that Customer for the duration of that Order Form.

13C Interest on Late Payment

13C.1 If the Customer fails to pay any invoice by the due date, CYF reserves the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment is made in full, whether before or after judgment.

13C.2 CYF may also claim compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

13C.3 CYF's right to charge interest is in addition to, and does not limit, any other right or remedy available to CYF, including the right to suspend or terminate the Agreement under Clauses 14 and 14A.

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14 Termination and Suspension

14.1 Either party may terminate rights granted under a particular Order Form after expiry of the relevant Subscription Term, provided all outstanding Fees have been paid, by giving not less than 30 days' prior written notice.

14.2 Either party may terminate the Agreement or any Order Form with immediate effect if:

• the other party commits a material breach which is irremediable, or (if remediable) fails to remedy within 30 days of written notice requiring it to do so; or
• the other party is unable to pay its debts and/or ceases to trade and/or suffers an Insolvency Event.

14.3 CYF may terminate the Agreement or any Order Form with immediate effect if the Customer commits three or more separate breaches in any 12-month period, whether or not each individual breach is material and whether or not remedied.

14.4 Clauses 2, 3, 3A, 4, 5, 5A, 5B, 5C, 5D, 6, 7, 9, 12, 14, 15, 16, 17, 18, 19, 21.11, 22, 22A, 22B, 23, 24, 25, and 26 shall continue after the Agreement ends.

14.5 If CYF terminates an Order Form because of Customer non-payment, all unpaid Fees for the remainder of the Subscription Term immediately fall due.

14.6 Upon termination: (i) (except where termination is due to the Customer's material breach) the Customer will have restricted access for 10 days to recover User Content or, in the case of a Read-Only Historic Access Licence, to download pre-generated reports and assessment outputs; and (ii) the Customer shall immediately pay all unpaid invoices.

14.7 CYF may retain User Content in backup media for up to one year after termination, provided it makes no further use of such content (except as permitted herein or required by law), keeps it confidential, and supplies a copy within 30 days of the Customer's written request (at the Customer's cost).

14A Suspension

14A.1 Without prejudice to its right to terminate, CYF may suspend the Customer's access to the Subscription Services on not less than 5 Working Days' written notice if: (i) any invoice remains unpaid for more than 14 days after its due date; or (ii) the Customer commits a material breach of this Agreement and fails to remedy it within 14 days of written notice from CYF. Suspension does not relieve the Customer of its obligation to pay Fees during the suspension period.

14A.2 CYF shall lift the suspension promptly upon the Customer remedying the relevant breach or paying all outstanding amounts, as applicable.

14A.3 CYF shall not be liable to the Customer or any third party for any loss or damage arising from a suspension carried out in accordance with this Clause 14A.

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15 Warranty Disclaimer

15.1 Except as expressly provided in this Agreement, the Subscription Services, Software, and Professional Services are provided with no other warranties of any kind. CYF disclaims all implied warranties, including merchantability and fitness for a particular purpose. CYF does not warrant that the Subscription Services will be uninterrupted or error-free, or that any specific results will be achieved.

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16 Limitation of Liability

16.1 Neither party shall be liable for any indirect, special, incidental, punitive, or consequential damages (including loss of goodwill, lost profits, lost data, or lost business), even if informed of their possibility.

16.2 Each party's total liability for direct loss related to the Agreement shall not exceed the Fees paid by the Customer under the relevant Order Form in the 12 months before the event giving rise to the claim.

16.3 The limitations in this Clause 16 do not apply to: (i) infringement of either party's Intellectual Property rights; (ii) breach of Clause 17 (Confidentiality); (iii) breach of Clauses 5A or 5C (Emission Factor Restrictions or Liquidated Damages); (iv) breach of Clauses 22 or 23 (Data Processing or Data Sharing); or (v) liability that cannot be excluded by law (including death or personal injury caused by negligence, fraud, or fraudulent misrepresentation).

16.4 CYF's total liability shall not in any event exceed the amount of CYF's professional indemnity insurance, being not less than £1,000,000. This limitation shall not apply to breaches of Clauses 22 or 23.

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17 Confidentiality

17.1 Each party shall hold the other's Confidential Information in confidence and not make it available to any third party (other than consultants or sub-contractors bound by equivalent confidentiality obligations), or use it for any purpose other than to carry out its obligations under the Agreement.

17.2 Anonymised Data (as defined in Clause 3A) is not Confidential Information for the purposes of this Clause 17.

17.3 A party may disclose Confidential Information to the extent required by law, governmental or regulatory authority, or court of competent jurisdiction, provided it gives the other party as much notice as is legally permitted.

17.4 This Clause 17 shall survive termination of the Agreement.

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18 Indemnification by CYF

18.1 CYF shall indemnify the Customer from any damages finally awarded arising out of any third-party claim alleging that use of the Subscription Services or Documentation by the Customer (other than in respect of User Content) infringes the Intellectual Property of any third party. CYF has no obligation for claims arising from modifications by the Customer or combinations with unapproved software.

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19 Indemnification by the Customer

19.1 The Customer shall indemnify CYF from any damages finally awarded arising out of any third-party claim in connection with User Content, or arising from the Customer's breach of the emission factor restrictions in Clause 5A or the competitive restriction in Clause 2(f).

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20 Publicity

CYF may list the Customer as a customer and use the Customer's logo on CYF's website and in media releases, with the Customer's consent (not to be unreasonably withheld).

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21 Miscellaneous

21.1 This Agreement represents the entire agreement of the parties and supersedes all prior agreements. If there is a conflict between this Agreement and an Order Form, the Order Form shall prevail.

21.2 This Agreement may not be changed or any part waived except by written agreement or a Change Order, subject to Clause 21.10.

21.3 This Agreement shall be governed by the law, and the parties submit to the jurisdiction of the courts, specified for the applicable CYF contracting entity in the Group Entity and Jurisdiction Schedule. Where the UK entity applies (as the default), this Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

21.4 Assignment and Group Novation

21.4.1 The Customer may not assign, transfer, or novate any rights or obligations under this Agreement without CYF's prior written consent.

21.4.2 CYF may assign, transfer, or novate any or all of its rights and obligations under this Agreement to any member of the CYF group of companies by giving the Customer not less than 30 days' written notice. The Customer's rights and obligations continue unaffected.

21.4.3 If the Customer reasonably objects to a proposed novation, the Customer may terminate the Agreement without penalty by written notice to CYF within 14 days of receipt of the Novation Notice, effective at the end of the 30-day notice period.

21.5 Affiliate Delivery

21.5.1 CYF may sub-contract delivery of all or any part of the Services to any Affiliate (including Maze Digital Ltd) without the Customer's prior consent, provided: (i) CYF enters into a sub-processing agreement with the Affiliate on terms no less protective than this Agreement; (ii) CYF remains fully liable for the Affiliate's performance; and (iii) the Affiliate is reflected in the Sub-Processor List.

21.6 White-Label Partners

21.6.1 Where the Customer holds or applies for a White-Label Licence, the relationship is governed by CYF's White-Label Partner Agreement (a separate document available on request). The White-Label Partner Agreement supplements and, to the extent of inconsistency, prevails over these Terms and Conditions. White-Label Partners are subject to an extended post-termination competitive restriction as specified in the White-Label Partner Agreement.

21.7 Notices

21.7.1 Any notice required or permitted under this Agreement shall be in writing and shall be delivered: (i) by email to the email address specified in the Order Form or checkout confirmation (or such other address as a party notifies in writing), deemed received on the same day if sent before 5:00pm on a Working Day, or on the next Working Day otherwise; or (ii) by recorded postal delivery to the registered address of the relevant party, deemed received two Working Days after posting.

21.7.2 Notices to CYF shall be addressed to the registered address of the applicable CYF contracting entity as identified in the Group Entity and Jurisdiction Schedule, marked for the attention of the Legal Team, with a copy by email to legal@compareyourfootprint.com.

21.8 Sanctions and Export Controls

21.8.1 The Customer warrants that: (i) it is not subject to any trade or economic sanctions administered by the UK Office of Financial Sanctions Implementation (OFSI), the EU, the UN Security Council, the US Office of Foreign Assets Control (OFAC), or any other applicable sanctions authority; and (ii) it will not use the Subscription Services in violation of any applicable export control law or regulation or in any territory subject to comprehensive sanctions.

21.8.2 CYF reserves the right to suspend or terminate this Agreement immediately if CYF has reasonable grounds to believe the Customer is in breach of this Clause 21.8, without liability to the Customer.

21.9 Dispute Resolution

21.9.1 If any dispute arises between the parties in connection with this Agreement, the parties shall first attempt to resolve it by escalation to senior management of each party. Either party may initiate this process by written notice, and the parties shall meet (in person or by video conference) within 15 Working Days to attempt resolution in good faith.

21.9.2 If the dispute is not resolved within 30 days of the written notice in Clause 21.9.1, either party may pursue its rights through the courts of England and Wales in accordance with Clause 21.3. Nothing in this Clause prevents either party from seeking urgent injunctive or other interim relief at any time.

21.10 Variation of Terms

21.10.1 For material changes — defined as changes to: data use rights (Clause 3A); the contracting entity (Group Entity and Jurisdiction Schedule); governing law; or Fees beyond the permitted cap in Clause 13B — CYF shall give the Customer not less than 30 days' written notice before the change takes effect.

21.10.2 For non-material changes (including typographical corrections, clarifications, and the addition of new jurisdiction rows in the Group Entity and Jurisdiction Schedule for new customers only), CYF shall publish the updated terms with an updated version number and version log entry. Non-material changes take effect on publication.

21.10.3 Continued use of the Subscription Services after the effective date of any change constitutes acceptance of the updated terms.

21.11 Non-Solicitation

21.11.1 Neither party shall, during the Subscription Term and for 12 months following termination or expiry of the Agreement, actively solicit for employment any employee of the other party who has been involved in the performance of this Agreement.

21.11.2 This restriction shall not apply to: (i) the hiring of any person who responds to a bona fide public recruitment advertisement not specifically targeted at the other party's employees; or (ii) any person who approaches the relevant party entirely on their own initiative without prior solicitation.

21.11.3 For the purposes of this Clause 21.11, "actively solicit" means directly approaching an employee of the other party with an offer of employment or encouragement to leave their current employer.

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PART FOUR — DATA PROTECTION

22 Data Processing — Customer Personal Data

22.1 Both parties will comply with all applicable requirements of Applicable Data Protection Law. This Clause 22 is in addition to, and does not relieve, remove, or replace, a party's obligations under Applicable Data Protection Law.

22.2 CYF shall only process Personal Data received from the Customer: (i) for the purposes of this Agreement; (ii) to the extent necessary for those purposes; and (iii) strictly in accordance with this Agreement or the Customer's written instructions.

22.3 The Data Processing Agreement sets out the scope, nature, purpose, and duration of processing, and the types of Personal Data and categories of data subject.

22.4 When processing Personal Data on behalf of the Customer, CYF shall:

• not process Personal Data outside the EEA or United Kingdom without the Customer's prior written consent and, where consent is given, ensure appropriate safeguards are in place consistent with the applicable transfer provisions of Applicable Data Protection Law;
• not transfer Personal Data to any Sub-Processor other than those listed on the Sub-Processor List without the Customer's written consent;
• implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, damage, alteration, or disclosure;
• notify the Customer without undue delay, and in any event within 72 hours of CYF first becoming aware that a Personal Data breach may have occurred, providing such information as is available at that time. CYF may provide an initial notification with the information available and supplement it as the investigation progresses. The clock for this notification obligation starts when CYF first becomes aware that a breach may have occurred, not when it is confirmed; and
• notify the Customer immediately if it is asked to do anything that would infringe Applicable Data Protection Law.

22.5 CYF shall assist the Customer in complying with its obligations under Applicable Data Protection Law with respect to security of processing, Personal Data breach notification, data protection impact assessments, and dealings with supervisory authorities.

22.6 CYF shall maintain a current Sub-Processor List at https://www.compareyourfootprint.com/sub-processors/. CYF shall give the Customer not less than 30 days' written notice before adding any new Sub-Processor. If the Customer reasonably objects on data protection grounds, the parties shall work in good faith to resolve the objection. If unresolved, the Customer may terminate the Agreement without penalty on written notice within 14 days of the Sub-Processor notice. The full terms governing data processing are set out in the Data Processing Agreement (available at https://www.compareyourfootprint.com/dpa/), which is incorporated into this Agreement by reference.

22.7 CYF shall maintain complete and accurate records to demonstrate compliance with this Clause 22.

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22A Employee Survey Data

22A.1 Where CYF provides Employee Survey functionality, the following apply in addition to Clause 22.

22A.2 Employee Survey Data is processed by CYF as Data Processor on behalf of the Customer as Data Controller.

22A.3 The Customer warrants that: (i) it has a lawful basis under Applicable Data Protection Law for collecting and processing Employee Survey Data; (ii) it has provided, or will provide, appropriate privacy notices to employees before data collection; and (iii) it has authority to instruct CYF to process Employee Survey Data on its behalf.

22A.4 CYF shall use Employee Survey Data only for: (i) delivering the Employee Survey functionality; (ii) generating commuting emissions reports for the Customer; and (iii) producing Anonymised Data in accordance with Clause 3A.

22A.5 Where an employee does not elect to store their survey data, CYF shall delete or irreversibly anonymise all identifiable Employee Survey Data within 30 days of the conclusion of the relevant survey cycle.

22A.6 Postcodes collected for commuting distance calculations shall not be retained in identifiable form after the relevant calculation is complete, unless the employee has elected to store their profile under Clause 22B.

22A.7 The Customer shall ensure that employees are informed that their aggregated, anonymised commuting data may contribute to industry benchmarks and reports produced by CYF, and that no individual will be identifiable in any such output.

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22B Employee Profiles — Direct Relationship

22B.1 Where an employee elects to create a personal profile or store commuting preferences (whether by creating an account or using a one-time authentication link), CYF acts as Data Controller in respect of that employee's stored profile data.

22B.2 CYF shall provide employees with a clear privacy notice at the point of profile creation or first use of a one-time authentication link, setting out: (i) what data is held; (ii) the purpose and lawful basis (consent); (iii) retention period; and (iv) the employee's rights under Applicable Data Protection Law.

22B.3 Employees may withdraw consent and request deletion of their stored profile at any time, directly and independently of their employer. CYF shall honour such requests within 30 days.

22B.4 CYF shall delete or irreversibly anonymise inactive employee profiles (no survey completed in any 24-month period) automatically.

22B.5 One-time authentication links shall expire within 24 hours of issue and shall be invalidated upon use, whichever is sooner.

22B.6 Stored employee profile data shall not be shared with the Customer without the employee's express consent.

22B.7 CYF shall only use stored employee profile data for: (i) pre-populating future surveys; (ii) providing personalised carbon reduction guidance and educational content to that employee; and (iii) producing Anonymised Data in accordance with Clause 3A.

22B.8 The Customer acknowledges that where an employee withdraws consent and exercises their right to erasure under Applicable Data Protection Law, CYF is obliged to delete that employee's identifiable stored profile data. This may result in individual-level historical data for that employee no longer being accessible within the platform. Aggregated and anonymised reports and outputs that have already been produced will not be retroactively altered, as Anonymised Data does not constitute Personal Data and is not subject to deletion rights.

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23 Data Sharing

23.1 In certain circumstances, CYF and the Customer may share Shared Personal Data to improve User experience, perform or improve the Services, or for other agreed purposes.

23.2 The parties shall not process Shared Personal Data for any purpose incompatible with the Stated Purposes.

23.3 Both parties shall comply with their obligations as Data Controllers, the rights of data subjects, and all applicable requirements of Applicable Data Protection Law.

23.4 The parties shall delete, dispose of, or anonymise Shared Personal Data upon termination or expiry of the Agreement, or once the Stated Purposes have been fulfilled, whichever is earlier.

23.5 Neither party shall transfer Shared Personal Data outside the United Kingdom or EEA unless the transfer meets the applicable requirements of Applicable Data Protection Law.

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24 Feedback and Modifications

24.1 The Customer grants CYF a worldwide, perpetual, irrevocable, royalty-free licence to use any Feedback in any way CYF deems appropriate, including creating and commercialising derivative works. CYF's use of Feedback shall not bestow any rights on the Customer.

24.2 Any modifications made to the Software at the request or suggestion of the Customer shall be the Intellectual Property of CYF.

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25 Change Orders

25.1 If the Customer wishes to amend the scope of an Order Form, the parties will use all reasonable endeavours to agree a Change Order detailing the requested changes and any price adjustment. Change Orders become effective upon execution by both parties.

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26 Entire Agreement

This Agreement and each Order Form comprise the entire agreement between the parties and supersede all previous agreements. The Agreement can only be altered by an Order Form, Change Order, or in accordance with Clause 21.10.

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PART FIVE — DEFINITIONS

27 Glossary

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PART SIX — SLA

1 Server Availability

2 Incident Resolution Targets

3 Non-Binding Nature of Service Levels

3.1 The Service Levels, KPIs, and Resolution Targets set out in this SLA are non-binding performance targets only. CYF shall use reasonable endeavours to meet them but gives no guarantee as to the time any given issue may take to resolve.

3.2 Failure to meet any Service Level, KPI, or Resolution Target shall not constitute a breach of the Agreement, nor shall it entitle the Customer to any service credits, set-offs, price reductions, or rights of termination, whether under this Agreement or otherwise.

3.3 Response times refer only to the time within which CYF shall respond to a support request, not the time within which any issue will be resolved.

4 CYF Support

• For software issues, email support@compareyourfootprint.com during Contracted Hours (Monday–Friday, 9am–5pm GMT).
• CYF Support is not a training, hardware, or Local Equipment support facility. Its sole purpose is to support the CYF Software.
• The Customer must submit sufficient information to enable CYF Support to duplicate the problem.

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PART SEVEN — ORDER FORM TEMPLATE

This Order Form is between the applicable CYF group entity as identified in the Group Entity and Jurisdiction Schedule for the Customer's jurisdiction ("CYF") and [Customer entity] ("the Customer") and relates to the Services Agreement between CYF and the Customer. The identity of the CYF contracting entity is confirmed in the Special Conditions field below.

This Order Form is subject to the Terms and Conditions. In the event of conflict, the Order Form prevails.

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PART EIGHT — END USER LICENCE AGREEMENT (EULA)

The EULA is a standalone click-to-agree document presented to Users within the platform at the point of first access. It is not embedded in these Terms and Conditions.

The current version of the EULA is available at: https://www.compareyourfootprint.com/eula/

By accessing the Subscription Services, each User agrees to be bound by the EULA as published at the time of their access. The Customer is responsible for ensuring that all Users have agreed to the EULA before accessing the platform (see Clause 4.5).

The EULA incorporates by reference the following provisions of these Terms and Conditions:

• Clause 1A (Report Distribution Right and attribution requirements)
• Clause 1C (Regulatory Disclaimer)
• Clause 2 (Conditions of Use, including the competitive restriction)
• Clause 3A (Data Use Rights — Anonymised Data, including the perpetual and irrevocable nature of CYF's rights)
• Clause 4 (Acceptable Usage Policy)
• Clause 5A (Emission Factor Restrictions)

The EULA is versioned independently of these Terms and Conditions. CYF may update the EULA from time to time. Users will be prompted to re-agree to an updated EULA upon their next login following any material update.

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Referenced Documents

The following documents are incorporated into this Agreement by reference. Each is published at its own URL and versioned independently of these Terms and Conditions:

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Acceptance

By clicking to accept, completing the online checkout, or signing an Order Form, the Customer agrees to be bound by these Terms and Conditions and all incorporated referenced documents listed above.

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— End of Terms and Conditions v2.0 —
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