Software Terms and Conditions of Use
PARTIES
1. Inclusive Energy Ltd, a company incorporated in Scotland (registration number SC572953) having its registered office at C/O Scene Connect Ltd, Argyle House, 3 Lady Lawson Street, Edinburgh, Scotland, EH3 9DR and connected companies (the "Provider"); and
2. The Customer (the "Customer").
AGREEMENT
1. Definitions
1.1 In this Agreement:
"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;
"Business Day" means any weekday other than a bank or public holiday in Scotland;
"Connected Companies" means a company that is part of the Sistema.bio Group, that is Sistema.bio, Inc and its subsidiaries.
"Customer Confidential Information" means:
(a) any information disclosed by the Customer to the Provider during the Term of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked as "confidential"; or
(ii) should have been reasonably understood by the Provider to be confidential; and
(b) the Customer Data entered through the Platform.
"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement, but excluding data with respect to which the Provider is a data controller;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
"Effective Date" means the date of execution of this Agreement;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" means the software product Smart Biogas, as accessed at https://app.smartbiogas.io/ or a sub-domain thereof, which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement;
"Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;
(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer; and/or
(c)a failure of the Customer to perform or observe any of its obligations in this Agreement.
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or un registrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
“Observer” – a user from the Customer or a Third Party User that has read only access to the Hosted Services. Observers can be created and invited from within the Platform by the Customer.
“Oversight User” – a user designated by the Customer to have access to the Customer’s Hosted Services, including Customer Personal Data. Oversight Users are created by the Provider on request of the Customer.
"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;
"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
"Schedule" means any schedule attached to the main body of this Agreement;
"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
“Third Party Users” means a user of the Hosted Services that is not part of the Customer organisation, but has been invited to use the Hosted Services by the Customer as an Observer or Oversight user.
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.
2. Credit
2.1 This document was created using a template from SEQ Legal (https://seqlegal.com).
3. Term
3.1 This Agreement shall come into force upon the Effective Date.
3.2 This Agreement shall continue in force until the Customer or Provider wish to terminate it, upon which this Agreement shall terminate automatically, subject to termination in accordance with Clause 18 or any other provision of this Agreement.
4. Hosted Services
4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account, on or promptly following the Effective Date.
4.2 The Customer may create accounts within their organisation for ‘administrators’, ‘technicians’ or Observers as they see fit. They may also create accounts for Third Party Users as Observers or Oversight Users, notwithstanding the terms of this Agreement.
4.3 The Provider hereby grants to the Customer a worldwide, non-exclusive, license to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer during the Term.
4.4 The license granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) the Hosted Services may be used by the officers, employees, agents and subcontractors of the Customer;
(b) use of the Hosted Services by Third Party Users must be done in accordance with this Agreement, and such arrangements are entered into at the sole risk of the Customer.
4.5 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services. In accordance with 4.4, any access to be provided to Third Party Users as Oversight Users must be set up by the Provider on request of the Customer;
(c) the Customer must not republish or redistribute any content or material from the Hosted Services;
(d) the Customer must not make any alteration to the Platform except as permitted within the functionality of the platform; and
4.6 The Provider shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer must comply with Schedule 1 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with Schedule 1 (Acceptable Use Policy).
4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
4.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
4.13 The Customer also agrees to the terms of use of Google Maps which provides mapping services on the Smart Biogas platform. No personal data is sent to Google Maps. See the terms of use here: https://cloud.google.com/maps-platform/terms
5. Maintenance Services
5.1 The Provider shall provide the Maintenance Services to the Customer during the Term.
5.2 The Provider shall where practicable give the Customer at least 10 Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under this main body of this Agreement.
5.3 The Provider shall give to the Customer at least 10 Business Days' prior written notice of the application of an Upgrade to the Platform.
5.4 The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 10 Business Days' prior written notice of the application of any non-security Update to the Platform.
5.5 The Provider shall provide the Maintenance Services with reasonable skill and care, and in doing so maintains the right to enter the Customer’s Account.
5.6 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.
6. Customer Data
6.1 The Customer hereby grants to the Provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement, and subject to the laws of the country in which the Customer operates.
6.2 The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
6.3 The Provider shall create a back-up copy of the Customer Data at least weekly, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
6.4 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 6.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
6.5 The provider operates an additional data ownership and privacy policy that is documented in Appendix 1.
7. No assignment of Intellectual Property Rights
7.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
8. Charges
8.1 The Customer shall pay the Charges to the Provider in accordance with prices communicated to the Customer outside of this agreement. Unless otherwise specified, the prices on the Providers website shall be charged.
8.2 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation.
9. Payments
9.1 The Provider shall issue invoices for the Charges to the Customer in advance of the period to which they relate.
9.2 The Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Clause 9.
9.3 The Customer must pay the Charges by direct debit, bank transfer, or using credit or debit card payments (using such payment details as are notified by the Provider to the Customer from time to time).
9.4 If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may charge the Customer interest on the overdue amount at the rate of 8% per annum (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).
10. Provider's confidentiality obligations
10.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent; and
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care.
10.2 Notwithstanding Clause 10.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
10.3 This Clause 10 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
(a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider.
10.4 The restrictions in this Clause 10 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
10.5 The provisions of this Clause 10 shall continue in force for a period of 2 years following the termination of this Agreement, at the end of which period they will cease to have effect.
11. Data protection
11.1 The Provider shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
11.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement.
11.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to this Agreement, the Personal Data of data subjects who are using biogas systems and to whom The Customer is providing services; Types of data include, but are not limited to, location, personal, energy system specifications and performance, and financial; and the Provider shall only process the Customer Personal Data for the purposes of providing and improving the Smart Biogas product.
11.4 The Provider shall only process the Customer Personal Data during the Term, subject to the other provisions of this Clause 11.
11.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer.
11.6 The Customer is wholly responsible for ensuring that Customer Personal Data shared with Third Party Users through the platform is in accordance with this Agreement.
11.7 Third Party users should read and understand this Agreement and promptly inform the Customer if in their opinion either they or the Customer are infringing the Agreement and/or Data Protection Laws.
11.8 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
11.9 Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by Scottish law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
11.10 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
11.11 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
11.12 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Provider must not implement the changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 11.
11.13 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
11.14 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider shall report any Personal Data breach relating to the Customer Personal Data to the Customer within 24 hours following the Provider becoming aware of the breach. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 11.14.
11.15 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 11 and the Data Protection Laws.
11.16 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
11.17 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 11.
11.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
12. Warranties
12.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement.
12.2 The Provider warrants to the Customer that:
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
12.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under Scottish law.
12.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
12.5 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
12.6 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
13. Acknowledgements and warranty limitations
13.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
13.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
13.3 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
14. Limitations and exclusions of liability
14.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this Agreement:
(a) are subject to Clause 14.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
14.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
14.4 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
14.5 The liability of the Provider to the Customer under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to the Provider under this Agreement in the 12 month period preceding the commencement of the event or events.
15. Force Majeure Event
15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
15.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
16. Termination
16.1 Either party may terminate this Agreement by giving to the other party at least 30 days' written notice of termination.
16.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
16.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement).
17. Effects of termination
17.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.11, 8, 9.2, 9.3, 9.4, 10, 11, 14, 17, 22.
17.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
18. General
18.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
18.2 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
18.3 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
18.4 Subject to Clause 14.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
18.5 This Agreement shall be governed by and construed in accordance with Scottish law.
18.6 The courts of Scotland shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
SCHEDULE 1 (ACCEPTABLE USE POLICY)
1. Introduction
1.1 This acceptable use policy (the "Policy") sets out the rules governing:
(a) the use of https://app.smartbiogas.io, or a sub-domain thereof, any successor website, and the services available on that website or any successor website (the "Services"); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
1.2 References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Inclusive Energy Ltd (and "we" and "our" should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.
2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libelous or maliciously false;
(b) infringe any right of confidence, right of privacy or right under data protection legislation;
(c) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4. Etiquette
4.1 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
4.2 You must not use the Services for the purpose of deliberately upsetting or offending others.
5. Monitoring
5.1 You acknowledge that we may actively monitor the Content and the use of the Services.
APPENDIX 1
Inclusive Energy Ltd (“Inclusive Energy”), a UK-registered company and wholly owned subsidiary of Sistema.bio, is committed to respecting the rights and privacy of its customers and users. This policy outlines the principles governing data ownership, access, and use in relation to Inclusive Energy's hardware, software, and associated services.
All user agreements are entered into with Inclusive Energy Ltd. The contractual relationship for the use of Inclusive Energy’s products and services exists solely between the user (the organisation or individual who signs the agreement) and Inclusive Energy.
Any data collected by Inclusive Energy’s hardware and transmitted to Inclusive Energy’s software platforms is owned by the organisation or individual who signed the user agreement. Data ownership remains with the data owner at all times. Inclusive Energy acts solely as a Data Processor on behalf of the data owner.
Data collected through Inclusive Energy's systems is only accessible to personnel operating within the Working Group, a group of employees at Inclusive Energy Ltd and Sistema.bio whose dedicated role is to work on Inclusive Energy products and customer service thereof. Data is accessed and used by members of the Working Group for the purposes of:
Access to data is strictly controlled, and Inclusive Energy maintains a current list of specific team members who have access to the database and are part of the Working Group. This list is reviewed and updated regularly.
Inclusive Energy and the Working Group does not share customer data with its parent company, Sistema.bio, including anonymised datasets. However, abstracted performance data relating to hardware reliability and software functionality (which cannot be traced back to individual users or organisations) may be shared for business insights and product improvement.
Inclusive Energy operates under the provisions of the UK Data Protection Act 2018 and the UK GDPR. We enforce these standards across all operations, regardless of where data is collected or processed.
Where data is collected from countries with additional data protection requirements, Inclusive Energy will work collaboratively with data owners to ensure compliance with local laws, within the limits of our technical and operational capacity.
Inclusive Energy is dedicated to maintaining transparency around data access and processing. We commit to: