Terms & Conditions

1. Grant of License

1.1    Licensor grants Licensee a non-exclusive, non-transferable license to use the software, Green Hub, for the duration of the Agreement, subject to the terms and conditions herein.

1.2    Licensee acknowledges that Green Hub is protected by intellectual property rights and is confidential to Licensor. Licensee agrees not to modify, reverse engineer, decompile, disassemble, or create derivative works of the Software, except as expressly permitted under applicable law.

1.3    Access to Green Hub system is provided until next certification date only with a maximum of 3 months of access from the deployment date. If access is extended, this may incur additional charges. A 14 day period will be granted after certification, before the system is disabled, unless a subscription contract is agreed.

2. Payment

2.1    Upfront payment is due within 30 days of the invoice date to cover the installation and setup of the Software, plus remote certification support until certification is issued. The set up will not commence until payment has been made.

2.2    All payments shall be made in GBP unless otherwise agreed upon by the Parties. The licensee shall bear all costs associated with the payment, including any applicable taxes, bank charges, or transfer fees.

3. Agreement

3.1    Remote certification support provided for the standard selected only. Any changes to the date, cancellation or additional audit dates may incur additional charges.

3.2    Within the agreement, a maximum of 4 hours of support is provided, including a remote session, email/telephone support and Green Hub system build. Any work conducted in addition to these hours may incur additional charges.

4. Restrictions

4.1    Except as otherwise expressly permitted in this Agreement, you will not:

4.1.1    reproduce, modify, adapt or create derivative works of any part of the Software;

4.1.2    rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party;

4.1.3    use the Software for the benefit of any third party;

4.1.4    incorporate the Software into a product or service you provide to a third party;

4.1.5    interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use;

4.1.6    reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us);

4.1.7    remove or obscure any proprietary or other notices contained in the Software;

4.1.8    use the Software for competitive analysis or to build competitive products;

4.1.8    publicly disseminate information regarding the performance of the Software; or

4.1.9    encourage or assist any third party to do any of the foregoing

5. Intellectual Property

5.1    Licensee acknowledges that Licensor retains all intellectual property rights, title, and interest in the Software, including any modifications or enhancements made by Licensee, and no transfer of ownership of the Software is intended under this Agreement.

6. Warranty and Limitation of Liability

6.1     Licensor warrants that it has the right to grant the license to the Software and that the Software will perform substantially in accordance with its accompanying documentation.

6.2     The Software is provided on an “as-is” basis, and Licensor disclaims all other warranties, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement.

6.3     In no event shall either Party be liable for any indirect, consequential, incidental, special, or punitive damages arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

7. Confidentiality

7.1     The Parties agree to treat any non-public information disclosed by one Party to the other during the term of this Agreement as confidential. The receiving Party shall use such confidential information solely for the purposes of this Agreement and shall take reasonable measures to protect its confidentiality.

8. Governing Law and Jurisdiction

8.1     This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in the courts of the United Kingdom, and the Parties hereby submit to the personal jurisdiction of such courts.

9. Entire Agreement

9.1     This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether oral or written.

10. Amendment and Waiver

10.1   No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.