Standard Terms and Conditions (including SaaS Membership Subscriptions)

1. Definitions

Unless the context requires otherwise, the following terms have the following meanings:

Agreement – The agreement between Blue Marble and the Customer for the sale and purchase of the Services comprising the Proposal (including any scope of work), the Project Confirmation Sheet and these General Terms and Conditions.
Blue Marble – Blue Marble Environmental Partnerships Ltd at Meadowbank, Longmeadow Road, Lympstone, England, EX8 5LF, United Kingdom.
Blue Marble Graphics System – The manual for Customers on how to use graphics, logos and other marks or trademarks licensed by Blue Marble under a trademark licence and made available to the Customer by Blue Marble.
Customer – The entity or organisation countersigning or on whose behalf is countersigned under due authority, including electronically, the Project Confirmation Sheet.
Proposal – Blue Marble’s proposal detailing the Services to be provided to the Customer.
Project Confirmation Sheet – Blue Marble’s project confirmation sheet, countersigned by the Customer.
Prices – The price for the Services as stated in a Proposal.
Services – The services from time to time provided to the Customer as stated in the Proposal.
Term – As defined in the Proposal.
Third Party – A person or entity not being: (i) Blue Marble, (ii) the Customer, or (iii) otherwise a party to this Agreement.
Trade Mark – The marks, symbols, badges, labels or other signs owned by and/or registered in the name of Blue Marble the right to use of which the Customer becomes entitled to in accordance with this Agreement and in particular, in accordance with clause 8 of these General Terms and Conditions.

2. Interpretation

Unless expressly stated otherwise, in the interpretation of the Agreement:
(a) Singular includes plural and vice versa; words importing gender include every gender; as the context requires, persons include natural persons and corporate persons, their successors and assigns.
(b) References to any legislative or similar instrument include any amendment or re-enactment to or in substitution for it.
(c) The Proposal forms part of the Agreement provided that in the event of any inconsistency between the Proposal and these General Terms and Conditions, the Proposal prevails.
(d) References in this Agreement to documents ‘in writing’ or being ‘written’ includes both delivery of hard-copy form and electronic communication of the document as a signed PDF file, unless Blue Marble has notified the Customer otherwise.
(e) Headings used herein are for convenience of reference only and are not to affect the construction or meaning of the Agreement.

3. Basis of Agreement

3.1 The Customer agrees to deal with Blue Marble on the terms of this Agreement, subject to any Proposal and to the exclusion of all other terms, conditions, warranties or representations.
3.2 No variation to this Agreement shall be binding unless made in writing and signed on behalf of each of the Customer and Blue Marble.
3.3 Blue Marble’s employees or agents are not authorised to make representations concerning the Services unless confirmed in writing.
3.4 The Agreement comes into effect on the date the Customer signs the Project Confirmation Sheet and continues for the Term defined in the Proposal, automatically renewing unless terminated with 60 days’ notice.

4. Price and Payment

4.1 The Customer shall make payment to Blue Marble in full within fifteen (15) days of the date of invoice. Time of payment shall be of the essence.
4.2 The price is exclusive of VAT, which the Customer shall additionally pay.
4.3 If full payment is not received by the due date, Blue Marble may suspend Services, charge interest, or terminate the Agreement without liability.
4.4 Access to the Blue Marble Platform may be revoked in the event of late payment or non-compliance.

5. Obligations and Responsibilities of the Parties

5.1 Blue Marble will use all commercially reasonable efforts to provide the Services in accordance with agreed timetables.
5.2 The Customer must cooperate and make available all information, data, and documents necessary for Blue Marble to perform the Services.
5.3 Blue Marble does not guarantee uninterrupted availability of its Platforms but will take reasonable steps to restore access promptly.

6. Warranty and Liability

6.1 The Customer warrants that all information provided to Blue Marble is true and correct in all material respects.
6.2 Blue Marble warrants to deliver the Services in a timely and efficient manner.
6.3 All warranties implied by law are excluded to the fullest extent permitted.
6.4 Blue Marble’s total liability under this Agreement shall not exceed the total price paid for the Services.
6.5 Blue Marble shall not be liable for any loss of profits, data, goodwill or any indirect or consequential damages.

7. Intellectual Property

7.1 Blue Marble retains all intellectual property in all know-how, data, and materials provided or made accessible to the Customer as part of the Services.

8. Trade Mark Licence

8.1 Blue Marble may grant the Customer a non-exclusive, non-transferable licence to use one or more Trade Marks during the Term under specified conditions in the Blue Marble Graphics System.
8.2 Misuse or misleading application of any Trade Mark is prohibited and constitutes a breach of this Agreement.

9. Offsetting

9.1 Blue Marble may perform offsetting services for the benefit of the Customer by purchasing and retiring CO₂ certificates representing the emissions the Customer has agreed to offset.
9.2 Blue Marble does not guarantee the availability of specific projects for offsetting but will act reasonably to accommodate Customer preferences.

10. Confidential Information

10.1 Both parties agree to keep confidential any technical or commercial information shared in relation to the Services.
10.2 This obligation continues for 48 months after termination, except for information already public or disclosed by law.
10.3 Blue Marble may use anonymised data for analysis and include the Customer in reference lists unless otherwise agreed.

11. Termination

11.1 Blue Marble may terminate this Agreement if the Customer commits a material breach and fails to remedy it within thirty (30) days of written notice.
11.2 Blue Marble may also terminate immediately in the event of insolvency or cessation of business by the Customer.
11.3 Upon termination, all outstanding fees become immediately due and payable.

12. Force Majeure

12.1 Blue Marble shall not be liable for failure to perform obligations caused by events beyond its control, including natural disasters, war, terrorism, pandemics, strikes, or government action.
12.2 If such an event continues for more than 180 days, either party may terminate the Agreement.

13. General

13.1 The failure of Blue Marble to enforce any right does not constitute a waiver.
13.2 Invalidity of any clause shall not affect the remainder of the Agreement.
13.3 Notices shall be sent by recorded delivery to the registered address of the relevant party.
13.4 The Agreement is governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.

14. Membership Subscriptions and SaaS Licences

14.1 Grant of Licence
Blue Marble grants to the Customer a non-exclusive, non-transferable, revocable licence to access and use Blue Marble’s online platforms, tools, and digital systems, including but not limited to the Climate Action Management Platform and Project Impact (together, the “Platforms”), for the duration of the subscription period specified in the applicable Proposal or Project Confirmation Sheet (“Subscription Term”).

14.2 Duration and Renewal
Unless otherwise agreed in writing, the Subscription Term shall be for twelve (12) months from the Commencement Date. Access to the Platforms shall automatically expire at the end of the Subscription Term unless renewed by mutual agreement. Blue Marble will notify the Customer prior to the end of the Subscription Term with renewal options.

14.3 Fees and Payment
The membership subscription fee is payable in full and in advance at the start of the Subscription Term. Access to the Platforms will not commence until payment is received in cleared funds. Subscription fees are non-refundable except where Blue Marble fails to deliver access to the Platforms as set out in the Proposal.

14.4 Use of the Platforms
The Customer shall:
(a) Use the Platforms solely for its own internal business purposes and in accordance with Blue Marble’s reasonable instructions and any applicable user documentation;
(b) Ensure that access credentials, passwords, and logins are kept secure and used only by authorised personnel within its organisation;
(c) Not copy, modify, distribute, sell, resell, lease, sub-license, or otherwise make available any part of the Platforms to any Third Party;
(d) Not attempt to reverse engineer, decompile, or disassemble any part of the Platforms or otherwise derive their source code.

14.5 Service Availability
Blue Marble shall use reasonable endeavours to ensure that the Platforms are available for use by the Customer at all times during the Subscription Term. However, Blue Marble does not guarantee uninterrupted or error-free operation. Temporary interruptions may occur during maintenance, upgrades, or other technical work. Blue Marble shall, where practicable, provide reasonable notice of such interruptions.

14.6 Intellectual Property
All intellectual property rights in and to the Platforms, including all underlying software, databases, content, and documentation, remain the exclusive property of Blue Marble. No rights or licences are granted to the Customer other than those expressly set out in this Agreement.

14.7 Termination of Licence
(a) The licence to use the Platforms shall automatically terminate upon expiry of the Subscription Term unless renewed.
(b) Blue Marble may terminate the licence immediately if the Customer breaches any term of this Agreement, including failure to make timely payment.
(c) Upon termination or expiry of the Subscription Term, the Customer’s access to the Platforms will be disabled, and the Customer must cease all use thereof.

14.8 No Refunds for Early Termination
In the event that the Customer terminates the subscription early, or ceases to use the Platforms prior to the end of the Subscription Term, no refunds or credits shall be due unless otherwise agreed in writing by Blue Marble.

14.9 Data and Account Management
Blue Marble will retain the Customer’s data for a period of up to ninety (90) days following expiry or termination of the Subscription Term, after which Blue Marble may permanently delete such data from its systems. It is the Customer’s responsibility to export or back up data prior to termination or expiry.