Please read these Terms and Conditions carefully before using the Vexion services or platform. By purchasing, accessing, or using Vexion, you agree to be bound by the terms set out below, which govern the supply of services and use of equipment provided by Verdant Analytix Ltd (“Verdant”).
Verdant reserves the right to update or amend these Terms and Conditions at any time without prior notice. The most current version will always be published on this page and will take effect immediately upon posting. Customers are encouraged to review this page periodically to remain informed of any changes.
Verdant Analytix Ltd ('Verdant') provides a greenhouse gas (GHG) and environmental emissions monitoring solution branded 'Vexion'. Under a Software-as-a-Service (SaaS) model, Verdant supplies, installs, calibrates and maintains field devices and grants licensed access to a cloud-hosted platform for real-time data ingestion, analytics, alerting and reporting.
The Customer contracts with Verdant for the Services and any associated Equipment in accordance with the Quotation, Purchase Order and these Conditions.
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions :
“Account Coordinator” the authorised user within the Customer coordinating access rights;
“Agreed Purposes” sharing of personal data for the purposes of managing the performance of the Contract;
“Verdant” Verdant Analytix Ltd registered in Scotland with company number SC681332;
“Applicable Law(s)” means any statute, statutory instrument, order, regulation, rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body, industry code of conduct or guideline which relate to the Contract or the Services / Equipment;
“Authorised Users” those employees and independent contractors of the Customer who are authorised to use the Services (and which may include tenants as required and agreed from time to time between Verdant and the Customer);
“Business Day” a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Edinburgh are open for business;
“Business Hours” the period from 9.00 am to 5.00 pm on any Business Day;
“Charges” the charges payable by the Customer for the supply of the Services in accordance with clause 6;
“Commencement Date” the date on which the Contract is formed;
“Conditions” these Conditions as amended from time to time in accordance with clause 13.5;
“Contract” has the meaning given in clause 2;
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;
“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures” as set out in the Data Protection Legislation;
“Customer” the person or firm who purchases Services from Verdant.
“Customer Default” has the meaning set out in clause 5;
“Customer Data” all data uploaded from devices or provided by the Customer and processed in the Platform;
“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;
“Deliverables” the data, information or documentation produced or arising from completion of the Services, as detailed in the Quotation;
“Domestic Law” the law of the United Kingdom or a part of the United Kingdom;
“EU GDPR” the General Data Protection Regulation ((EU) 2016/679).
“Equipment” the Vexion monitoring devices, sensors and mounting accessories supplied by Verdant.
“Force Majeure Event” has the meaning set out in clause 13.1
“Permitted Recipients” the parties to the Contract, the employees of each party, any third parties engaged to perform obligations in connection with the Contract.
“Platform” the Vexion cloud-hosted service and all associated software, dashboard access, graphical interfaces, databases, functionality and services made available to the Customer by Verdant in terms of this agreement, as such platform is amended, varied or substituted from time to time;
“Purchase Order” the Customer’s written order for the supply of Services and where applicable Equipment by Verdant to the Customer in accordance with the terms of these Conditions and the Quotation;
“Quotation” Verdant’s formal statement detailing the scope and costs of the proposed Services and Equipment;
“Services” the services (including Deliverables, Platform access, installation, calibration and maintenance) to be supplied by Verdant as specified in the Quotation;
“Subscription Term” has the meaning given in the Purchase Order (being an initial period as referenced and any subsequent renewal periods);
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
1.2 Interpretation:
(a) Unless expressly provided otherwise in these Conditions, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
2.1 The Quotation constitutes an offer by Verdant to provide Services and (where relevant) the Equipment in accordance with these Conditions and the terms of the Quotation.
2.2 These Conditions shall be deemed to be accepted when the Customer:
(i) issues written acceptance of the Quotation; or
(ii) issues a Purchase Order after receipt of the Quotation and these Conditions,
at which point and on which date the contract shall be formed (the “Contract”).
2.3 The terms contained in the Quotation and these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, whether contained in a Purchase Order or otherwise.
2.4 Any Quotation given by Verdant is only valid for a period of 30 Business Days from its date of issue.
3. Supply of Services (including Deliverables and installation services) and the Platform / Dashboard
3.1 Verdant shall supply the Services to the Customer in accordance with the Quotation or as otherwise subsequently agreed in writing by Verdant in all material respects.
3.2 Verdant shall use reasonable endeavours to meet any performance dates specified in the Quotation or as otherwise agreed between the parties (any such performance dates shall be estimates only and time shall not be of the essence for performance of the Services).
3.3 Unless expressly stipulated otherwise in the Quotation, a Quotation shall be based on the performance of the Services during Business Hours and Business Days.
3.4 Verdant reserves the right to amend the Quotation if necessary to comply with any Applicable Law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Verdant shall notify the Customer in any such event.
3.5 Verdant warrants to the Customer that the Services will be provided using reasonable care and skill.
3.6 Platform
(a) Verdant shall during the Subscription Term provide the Services (through the Platform) on and subject to the terms of this agreement. Subject to payment of the fees for access to the Platform, Verdant hereby grants to the Customer a non-exclusive, non-transferable right to permit the Account Coordinator and the Authorised Users to use the Services / Platform during the Subscription Term. Verdant will, as part of the Services and at no additional cost to the Customer, provide the Customer with Verdant’s standard customer support services during Business Hours in accordance with Verdant’s support policy.
(b) If Verdant agrees to provide additional services the Customer shall, pay to Verdant the relevant fees for such additional services and, if such additional services are purchased by the Customer part way through the Subscription Term or any renewal (as applicable), such fees shall be pro-rated where relevant. Any bespoke consultancy services (including but expressly not limited to bespoke reporting and platform customisation) as required from time to time will be charged at the then applicable hourly rate of Verdant.
(c) The Platform shall be used by the Account Co-ordinator and the Authorised Users and shall be accessed via the secure portal provided by Verdant (hosted in the cloud by 3rd party providers) and shall be used and connected with in accordance with Part 2 and Part 3 of the Schedule. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Verdant.
(d) The rights provided under this clause are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer or any other third party whomsoever unless agreed in writing.
(e) Verdant’s undertaking at clause 3.5 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Verdant’s instructions, or modification or alteration of the Services by any party other than Verdant. If the Services do not conform with the foregoing undertaking, Verdant will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 3.1. Notwithstanding the foregoing, Verdant:
(i) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, the Equipment and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
(ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Verdant will use reasonable efforts to mitigate any such matter identified in this paragraph.
(f) This agreement shall not prevent Verdant from entering into similar agreements relating to the Platform with third parties (it is strictly a non-exclusive arrangement).
4. Equipment Supply, Installation and Care
4.1 Verdant will supply, install and commission the Equipment at the agreed location(s).
4.2 Equipment remains Verdant’s property at all times unless expressly agreed otherwise in writing.
4.3 Risk passes to the Customer upon delivery and remains with the Customer while Equipment is on the Customer’s site.
4.4 Verdant will perform preventative maintenance, firmware updates and scheduled calibration as part of the subscription.
4.5 If the Customer, its agents, or contractors interfere with, move, damage, or otherwise affect the Equipment, or if site conditions (including obstructions, changes to access, or environmental factors) prevent correct operation, Verdant shall not be liable for any resulting data loss, performance degradation, or failure.
4.6 Verdant reserves the right to charge for inspection, repair, or reinstatement works required as a result of such interference or conditions.
5. Customer's Obligations
5.1 The Customer shall:
(a) ensure that the terms of the Purchase Order and any information provided otherwise are complete and accurate;
(b) co-operate with Verdant in all matters relating to the Services and in particular ensuring co-operation in the provision of the installation services (where provided by Verdant);
(c) provide Verdant, its employees, agents, consultants and subcontractors, with safe access to the Customer's premises and other facilities as reasonably required by Verdant;
(d) at its own cost, provide Verdant with site safety, scaffolding and lifting gear of industry standard and in accordance with the requirements specified by Verdant in the Quotation or otherwise;
(e) provide suitable access and connection to internet, electricity, heating, lighting and water as required for carrying out the Services;
(f) provide Verdant with such information, data and documentation as Verdant may reasonably require in order to supply the Services, and ensure that such information and data are complete and accurate in all material respects to the extent required to allow for the provision of the Services;
(g) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
(h) comply with Applicable Law, requirements of any relevant statutory and regulatory bodies and health and safety and security policies and obey all of Verdant’s lawful and reasonable directions;
(i) be solely responsible for procuring and maintaining its network connections from its systems to Verdants’ cloud based servers.
(j) take reasonable care of the equipment and not tamper with, move or modify it without Verdant’s written consent;
(k) promptly report faults or damage to the equipment;
(l) implement reasonable site security measures.
5.2 The Customer acknowledges and agrees that Verdant and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services. The Customer is granted a non-exclusive, non-transferable licence to use the Platform during the Subscription Term in accordance with these Conditions.
5.3 Verdant confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
5.4 If Verdant's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, Verdant shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Verdant's performance of any of its obligations;
(b) Verdant shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Verdant's failure or delay to perform any of its obligations as set out in this clause 5.4; and
(c) the Customer shall reimburse Verdant on written demand for any costs or losses sustained or incurred by Verdant arising directly or indirectly from the Customer Default.
6. Charges and payment
6.1 The Charges for the Services shall be calculated as follows:
(a) the Charges shall be calculated in accordance with Verdant's fee rates, as set out in the Quotation (or as may be subsequently agreed in writing);
(b) Verdant reserves the right to increase the fees set out in the Quotation to account for increased costs in supplying the Services on an annual basis. Verdant shall notify the Customer in writing prior to commencing Services with such increased fees.
(c) Unless otherwise agreed by the parties in writing:
(i) subscriptions are billed annually in advance; and
(ii) a minimum contract term of 36 months applies;
(d) Verdant shall be entitled to charge an overtime rate as detailed in the Quotation on an hourly rate for any time worked by individuals whom it engages on the Services outside normal Business Days);
(e) Verdant shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Verdant engages in connection with the Services (at cost plus an administration charge of 10%) including travelling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by Verdant for the performance of the Services, unless otherwise stipulated or agreed by the parties in writing.
(f) Where installation or service activities are cancelled, postponed or materially delayed for reasons not attributable to Verdant (including access restrictions, permit issues, site readiness or third-party failures), the Customer shall reimburse Verdant for reasonable costs already incurred and any re-mobilisation costs, as set out in the Quotation or as otherwise agreed in writing. This includes, but is not limited to standby time, travel time, accommodation, mobilisation, subcontractor costs, and administrative costs reasonably incurred
(g) Additional or ad-hoc works requested by the Customer that are not included in the agreed scope or Quotation shall be chargeable separately and must be agreed in writing prior to commencement (including by email or signed site record).
(h) The Charges and Services set out in the Quotation cover only the scope expressly defined therein. Any variation or extension shall be subject to written agreement between the parties.
6.2 Verdant shall invoice the Customer:-
(a) for subscriptions annually in advance or as per Quotation;
(b) any additional services in arrears or as per Quotation;
Noting that Verdant may from time-to-time invoice at such other intervals (or longer basis) as may be notified.
6.3 The Customer shall pay each invoice submitted by Verdant:
(a) Unless otherwise agreed by the parties in writing, within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Verdant, and time for payment shall be of the essence of the Contract.
6.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) or any other government levies. Where any taxable supply for VAT purposes is made under the Quotation by Verdant to the Customer, the Customer shall, on receipt of a valid VAT invoice from Verdant, pay to Verdant such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.5 If the Customer fails to make a payment due to Verdant under the Contract by the due date, then, without limiting Verdant's remedies under Clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Connectivity, Data Ingestion and Retention
7.1 The Platform ingests data via LTE or other agreed communications.
7.2 Verdant is not responsible for interruptions caused by third-party networks, local IT, weather conditions, power outages, site conditions or other matters outside Verdant’s reasonable control.
7.3 On-site interventions to resolve such issues may be chargeable where the root cause lies outside Verdant’s control.
7.4 Customer Data remains the property of the Customer.
7.5 Verdant may process Customer Data to deliver, maintain and improve the Services and may use anonymised and aggregated data for research, benchmarking and service enhancement.
7.6 Unless stated otherwise, Verdant will retain Customer Data for the Subscription Term plus a reasonable archival period, after which data may be deleted or anonymised.
8. Data protection
8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
8.2 The parties acknowledge that, to the extent any personal data is processed in the provision of the Services, the Customer is the Controller and Verdant is the Processor. The Services do not involve collection of consumer/tenant data; any personal data is limited to business contact details and user account credentials for authorised users.
8.3 Verdant shall process such personal data only on the Customer’s documented instructions and implement appropriate technical and organisational measures to protect it, and shall notify the Customer without undue delay of any personal data breach.
8.4 Verdant shall ensure personnel confidentiality; shall not transfer personal data outside the UK (or UK-adequate countries) without appropriate safeguards and the Customer’s prior written approval; and shall assist the Customer (at the Customer’s cost) with applicable data subject and supervisory-authority obligations.
8.5 Upon termination, at the Customer’s written direction, Verdant shall delete or return personal data (unless retention is required by law).
8.6 Verdant shall maintain records to demonstrate compliance and allow reasonable audit in accordance with Applicable Law.
9. Limitation of liability
9.1 The Services, Platform, Equipment, analytics, alerts, reports, monitoring outputs, environmental intelligence, dashboards and associated Deliverables are provided as operational support tools only and do not constitute legal, regulatory, environmental, engineering, compliance, health and safety, or operational advice.
9.2 The Customer remains solely responsible for:
(a) regulatory compliance;
(b) environmental reporting obligations;
(c) permit compliance;
(d) operational decisions;
(e) engineering actions;
(f) maintenance activities;
(g) environmental management;
(h) emergency response;
(i) health and safety obligations; and
(j) compliance with Applicable Laws.
9.3 Verdant does not guarantee regulatory compliance or the prevention, detection, mitigation, or avoidance of emissions events, leaks, exceedances, environmental incidents, operational failures, or enforcement action.
9.4 Verdant shall not be liable for any losses, penalties, enforcement action, environmental incidents, business interruption, operational decisions, compliance failures, or damages arising from reliance upon, or use of, the Services, Platform, Deliverables, reports, analytics, or monitoring outputs.
9.5 The limits and exclusions in this clause reflect the insurance cover Verdant has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
9.6 Verdant has obtained insurance cover in respect of:
(a) public liability not exceeding £5,000,000 for any one claim;
(b) products liability not exceeding £5,000,000 for any one claim and in the aggregate;
(c) employers’ liability not exceeding £10,000,000 for any one claim;
(d) employers’ liability not exceeding £5,000,000 for any one claim in respect of offshore work, terrorism and asbestos; and
(e) professional indemnity not exceeding £2,000,000 for any one claim.
9.7 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, delict (including negligence), misrepresentation, restitution or otherwise.
9.8 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
9.9 Nothing in this clause 9 shall limit the Customer's payment obligations under the Contract.
9.10 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation; and
9.11 Subject to clause 9.8 (No limitation in respect of deliberate default), and clause 9.10 (Liabilities which cannot legally be limited), Verdant's total liability to the Customer arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount of Verdant’s Charges for the provision of the Services, except as expressly provided in these Conditions.
9.12 Subject to clause 9.8 (No limitation in respect of deliberate default), clause 9.9 (No limitation of customer's payment obligations) and clause 9.10 (Liabilities which cannot legally be limited), this clause 9.12 sets out the types of loss that are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
9.13 Verdant shall have no liability for any loss, damage, or expense arising from:
(a) improper use, alteration, or relocation of Equipment;
(b) failure of the Customer to follow Verdant’s guidance or instructions;
(c) unauthorised interference with Equipment or Services;
(d) delay, interruption, error, degraded performance, or failure caused by Customer networks, connectivity, or third-party infrastructure;
(e) unsafe site conditions;
(f) customer negligence;
(g) failure to comply with Applicable Laws; or
(h) third-party claims arising from the Customer’s operations or site activities.
9.14 Unless the Customer notifies Verdant that it intends to make a claim in respect of an event within the notice period, Verdant shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.15 This clause 9 shall survive termination of the Contract.
10. Warranty
10.1 Verdant warrants that the Services will be delivered with reasonable skill and care and in accordance with good industry practice.
10.2 Verdant shall use reasonable endeavours to maintain availability of the Services, Platform, and monitoring systems; however, the Customer acknowledges that the Services may from time to time be affected by technical, environmental, operational, atmospheric, connectivity, calibration, site-specific, maintenance, third-party network, or other factors outside Verdant’s reasonable control.
10.3 Verdant does not warrant uninterrupted or error-free operation, continuous platform availability, continuous connectivity, real-time transmission at all times, or detection of every leak, exceedance, release, event, fault, or environmental condition.
10.4 Verdant will use reasonable efforts to notify the Customer in advance of any planned maintenance where practicable.
10.5 Software and firmware updates may be applied automatically as part of ongoing service improvement.
10.6 The Customer acknowledges that the proper functioning of the Services depends upon the provision of safe and suitable site conditions, power supply, communications network, and access. Verdant shall not be responsible for any performance issues, data interruptions, or Equipment faults arising from the Customer’s failure to provide or maintain these dependencies.
11. Termination
11.1 Without affecting any other right or remedy available to it, if the duration of the Contract is not specified, Verdant shall be entitled to terminate the Contract by giving the other party thirty days written notice.
11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.3 Without affecting any other right or remedy available to it, Verdant may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.
11.4 Without affecting any other right or remedy available to it, Verdant reserves the right to suspend the supply of Services under the Contract or any other contract between the Customer and Verdant if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer becomes subject to any of the events listed in clause 11.2(c) or clause 11.2(d), or Verdant reasonably believes that the Customer is about to become subject to any of them; and
(c) Verdant reasonably believes that the Customer is about to become subject to any of the events listed in clause 11.2(b).
11.5 Verdant reserves the right to suspend Platform access, restrict Services, disable connectivity, or remotely disable Equipment where reasonably necessary due to non-payment, unauthorised use, security concerns, or material breach of the Contract.
12. Consequences of termination
12.1 On termination or expiry of the Contract:
(a) the Customer shall immediately pay to Verdant all of Verdant's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Verdant shall submit an invoice, which shall be payable by the Customer immediately on receipt.
(b) the Customer shall return any Deliverables which have not been fully paid for. If the Customer fails to do so, then Verdant may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
(c) the Customer shall ensure that Verdant is provided with full access to the Customer’s premises as reasonably required to take possession of, uninstall and return any Equipment to Verdant’s premises, as appropriate.
(d) the Customer shall provide Verdant, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Verdant.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
13. General
13.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”). Force Majeure Events include, but are not limited to, extreme weather, industrial disputes, power outages, internet failures, telecommunications failures, cyber incidents, governmental restrictions, acts of terrorism, pandemics, supply chain disruption, transportation delays, and failures of third-party hosting or cloud providers.
13.2 Assignation and other dealings.
(a) Verdant may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Verdant.
13.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
13.4 Entire agreement.
(a) The Quotation, these Conditions and the Purchase Order constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
13.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy
13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 13.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision
13.8 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Quotation
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 13.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
13.9 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 (“2017 Act”)to enforce any term of the Contract
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.10 Governing law. This Agreement is governed by and interpreted in accordance with Scots law. Non-contractual obligations (if any) arising out of or in connection with this Agreement (including its formation) shall be governed by Scots law. The parties agree to submit to the exclusive jurisdiction of the Scottish Courts in relation to any claim or matter (whether contractual or non-contractual) arising under this Agreement.
13.11 Order of precedence. In the event of conflict or inconsistency, the following order of precedence shall apply:
(a) the Quotation (including any expressly incorporated schedules);
(b) these Conditions; and
(c) the Purchase Order (except that no Customer terms printed on or referenced in a Purchase Order shall apply unless expressly agreed in writing by Verdant).
THIS IS THE SCHEDULE TO THE FOREGOING TERMS BETWEEN VERDANT AND THE CUSTOMER
PART 1 – DATA PROTECTION
The Customer shall own all right, title and interest in and to all of the customer data in the Platform (“Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy, sufficiency and quality of the Customer Data.
Verdant shall follow its archiving procedures for Customer Data as set out in its Information Security Policy as may be notified to the Customer from time to time, as such document may be amended by Verdant in its sole discretion from time to time.
In the event of any loss of or damage or corruption to Customer Data, the Customer's sole and exclusive remedy shall be for Verdant to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Verdant.
The Customer acknowledges that Verdant shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Verdant to perform services related to Customer Data maintenance and back-up but subject to the other provisions of this agreement).
Both parties will comply with all applicable requirements of the Data Protection Legislation and Verdant shall have its Data Protection Policy.
The Customer shall establish processes with Verdant such as to ensure (as is the Customers legal obligation) data protection / privacy documentation is provided and agreed as is required to be handed over / completed should Verdant require to directly engage with a data subject on behalf of the Customer.
This part of the schedule does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Verdant is the processor. The scope, nature and purpose of processing by the Customer, the duration of the processing and the types of personal data and categories of data subject are set out below
Controller: Customer
Processor: Verdant
Nature: Monitoring, transmission, and storage of site-based environmental data and limited user account information.
Data Types: Environmental readings, site metadata, device IDs; business contact details and login credentials for authorised users only.
Subjects: Authorised business users.
Purpose: Provision and management of the Vexion SaaS service.
Duration: for the period of this Agreement plus a short archival period.
The Customer will ensure it has all necessary privacy notices and lawful bases in place to enable Verdant to process business contact details and authorised-user credentials for the purposes of providing the Services.
Verdant may appoint sub-processors where reasonably necessary to provide the Services, including hosting, cloud infrastructure, communications, installation, maintenance, support and security providers. Verdant shall ensure appropriate contractual protections are in place with such sub-processors in accordance with Data Protection Legislation.
PART 2 - API TERMS RE VEXION PLATFORM
THIS DOCUMENT SETS OUT THE TERMS OF SERVICE OF THE VEXION APPLICATION PROGRAMMING INTERFACES (THE “API’S”) WHICH CAN BE ACCESSED BY LEGAL ENTITIES FOLLOWING A SUCCESSFUL APPLICATION TO VERDANT BY THE CUSTOMER.
"YOU" OR "YOUR" SHALL MEAN SUCH CORPORATE OR BUSINESS LEGAL ENTITY AS IS USING THE API.
You accept responsibility for the selection of the Vexion API’s to achieve certain results and acknowledge that the Vexion API’s have not been developed to meet your specific individual requirements. Your use of the Vexion API’s is at your own risk and you will be solely responsible for any damage that may result from said use including but not limited to any damage to your computer system or data loss.
Verdant cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of access to data. Verdant does not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any end-user data, communications or personal settings. Your access to and use of the Vexion API’s may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Vexion API’s or other actions that Verdant, in our sole discretion, may elect to take
The Vexion API’s are provided on an “as is” and “as available” basis and with no warranty (either express or implied of any kind) and Verdant disclaims any conditions of satisfactory quality and fitness for a particular purpose, in relation to this agreement.
The Customer shall implement appropriate security controls to protect API credentials, tokens, authentication keys, and access rights. Verdant shall not be liable for unauthorised access resulting from Customer credential compromise.
Without limitation, Verdant specifically denies any implied or express representation that the Vexion API’s will be fit:
a) to operate in conjunction with any hardware items or software products other than with those that are identified by Verdant as being compatible; or
b) to operate uninterrupted or error-free or are free of inaccuracies or that they are wholly reliable or will reliably integrate with your platform.
Verdant does not warrant or guarantee that it will be able to rectify all defects, nor that any defect which does not materially affect your operations using the Vexion API’s will be corrected before the issue of the next new release.
Any unauthorised modifications, use or improper installation of the Vexion API’s by, or on your behalf shall render all the Verdant warranties and obligations under this agreement null and void.
Verdant does not represent, warrant or guarantee that the content that may be available through the service is free of infection or virus or other code that may be disruptive or damaging.
Verdant welcomes feedback on the Vexion API’s and may attempt (although are under no obligation) to correct errors or inaccuracies.
PART 3 - ACCEPTABLE USE POLICY RE PLATFORM / SERVICES
You may use our Services only for lawful purposes. You may not use our Services:
• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To bully, insult, intimidate or humiliate any person.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware
You also agree:
• Not to reproduce, duplicate, copy or re-sell any part of our site or Services;
• Not to access without authority, interfere with, damage or disrupt:
• any part of our Services or Platform or site;
• any equipment or network on which our site is stored;
• any software used in the provision of our site; or
• any equipment or network or software owned or used by any third party.
PART 4 – SITE VISIT TERMS & EXCLUSIONS
UK Site Visits (Included)
• Travel is included for most UK mainland locations.
• Costs may vary depending on distance, accessibility and location.
• Additional charges may apply for: remote areas requiring significant travel time; overnight accommodation; non-mainland access (e.g. islands or ferry-only sites).
• All additional travel-related costs will be reviewed and (where applicable) quoted in advance.
Site Visits Outside the UK
• Vexion can be deployed internationally with full support.
• Remote support is available for installation, calibration and system management.
• On-site international visits can be arranged as part of our global service offer.
• Additional costs will apply (travel time, flights, accommodation, subsistence) and are quoted case-by-case based on location and scope.
The Customer contracts with Verdant for the Services and any associated Equipment in accordance with the Quotation, Purchase Order and these Conditions.
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions :
“Account Coordinator” the authorised user within the Customer coordinating access rights;
“Agreed Purposes” sharing of personal data for the purposes of managing the performance of the Contract;
“Verdant” Verdant Analytix Ltd registered in Scotland with company number SC681332;
“Applicable Law(s)” means any statute, statutory instrument, order, regulation, rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body, industry code of conduct or guideline which relate to the Contract or the Services / Equipment;
“Authorised Users” those employees and independent contractors of the Customer who are authorised to use the Services (and which may include tenants as required and agreed from time to time between Verdant and the Customer);
“Business Day” a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Edinburgh are open for business;
“Business Hours” the period from 9.00 am to 5.00 pm on any Business Day;
“Charges” the charges payable by the Customer for the supply of the Services in accordance with clause 6;
“Commencement Date” the date on which the Contract is formed;
“Conditions” these Conditions as amended from time to time in accordance with clause 13.5;
“Contract” has the meaning given in clause 2;
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;
“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures” as set out in the Data Protection Legislation;
“Customer” the person or firm who purchases Services from Verdant.
“Customer Default” has the meaning set out in clause 5;
“Customer Data” all data uploaded from devices or provided by the Customer and processed in the Platform;
“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;
“Deliverables” the data, information or documentation produced or arising from completion of the Services, as detailed in the Quotation;
“Domestic Law” the law of the United Kingdom or a part of the United Kingdom;
“EU GDPR” the General Data Protection Regulation ((EU) 2016/679).
“Equipment” the Vexion monitoring devices, sensors and mounting accessories supplied by Verdant.
“Force Majeure Event” has the meaning set out in clause 13.1
“Permitted Recipients” the parties to the Contract, the employees of each party, any third parties engaged to perform obligations in connection with the Contract.
“Platform” the Vexion cloud-hosted service and all associated software, dashboard access, graphical interfaces, databases, functionality and services made available to the Customer by Verdant in terms of this agreement, as such platform is amended, varied or substituted from time to time;
“Purchase Order” the Customer’s written order for the supply of Services and where applicable Equipment by Verdant to the Customer in accordance with the terms of these Conditions and the Quotation;
“Quotation” Verdant’s formal statement detailing the scope and costs of the proposed Services and Equipment;
“Services” the services (including Deliverables, Platform access, installation, calibration and maintenance) to be supplied by Verdant as specified in the Quotation;
“Subscription Term” has the meaning given in the Purchase Order (being an initial period as referenced and any subsequent renewal periods);
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
1.2 Interpretation:
(a) Unless expressly provided otherwise in these Conditions, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
2.1 The Quotation constitutes an offer by Verdant to provide Services and (where relevant) the Equipment in accordance with these Conditions and the terms of the Quotation.
2.2 These Conditions shall be deemed to be accepted when the Customer:
(i) issues written acceptance of the Quotation; or
(ii) issues a Purchase Order after receipt of the Quotation and these Conditions,
at which point and on which date the contract shall be formed (the “Contract”).
2.3 The terms contained in the Quotation and these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, whether contained in a Purchase Order or otherwise.
2.4 Any Quotation given by Verdant is only valid for a period of 30 Business Days from its date of issue.
3. Supply of Services (including Deliverables and installation services) and the Platform / Dashboard
3.1 Verdant shall supply the Services to the Customer in accordance with the Quotation or as otherwise subsequently agreed in writing by Verdant in all material respects.
3.2 Verdant shall use reasonable endeavours to meet any performance dates specified in the Quotation or as otherwise agreed between the parties (any such performance dates shall be estimates only and time shall not be of the essence for performance of the Services).
3.3 Unless expressly stipulated otherwise in the Quotation, a Quotation shall be based on the performance of the Services during Business Hours and Business Days.
3.4 Verdant reserves the right to amend the Quotation if necessary to comply with any Applicable Law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Verdant shall notify the Customer in any such event.
3.5 Verdant warrants to the Customer that the Services will be provided using reasonable care and skill.
3.6 Platform
(a) Verdant shall during the Subscription Term provide the Services (through the Platform) on and subject to the terms of this agreement. Subject to payment of the fees for access to the Platform, Verdant hereby grants to the Customer a non-exclusive, non-transferable right to permit the Account Coordinator and the Authorised Users to use the Services / Platform during the Subscription Term. Verdant will, as part of the Services and at no additional cost to the Customer, provide the Customer with Verdant’s standard customer support services during Business Hours in accordance with Verdant’s support policy.
(b) If Verdant agrees to provide additional services the Customer shall, pay to Verdant the relevant fees for such additional services and, if such additional services are purchased by the Customer part way through the Subscription Term or any renewal (as applicable), such fees shall be pro-rated where relevant. Any bespoke consultancy services (including but expressly not limited to bespoke reporting and platform customisation) as required from time to time will be charged at the then applicable hourly rate of Verdant.
(c) The Platform shall be used by the Account Co-ordinator and the Authorised Users and shall be accessed via the secure portal provided by Verdant (hosted in the cloud by 3rd party providers) and shall be used and connected with in accordance with Part 2 and Part 3 of the Schedule. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Verdant.
(d) The rights provided under this clause are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer or any other third party whomsoever unless agreed in writing.
(e) Verdant’s undertaking at clause 3.5 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Verdant’s instructions, or modification or alteration of the Services by any party other than Verdant. If the Services do not conform with the foregoing undertaking, Verdant will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 3.1. Notwithstanding the foregoing, Verdant:
(i) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, the Equipment and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
(ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Verdant will use reasonable efforts to mitigate any such matter identified in this paragraph.
(f) This agreement shall not prevent Verdant from entering into similar agreements relating to the Platform with third parties (it is strictly a non-exclusive arrangement).
4. Equipment Supply, Installation and Care
4.1 Verdant will supply, install and commission the Equipment at the agreed location(s).
4.2 Equipment remains Verdant’s property at all times unless expressly agreed otherwise in writing.
4.3 Risk passes to the Customer upon delivery and remains with the Customer while Equipment is on the Customer’s site.
4.4 Verdant will perform preventative maintenance, firmware updates and scheduled calibration as part of the subscription.
4.5 If the Customer, its agents, or contractors interfere with, move, damage, or otherwise affect the Equipment, or if site conditions (including obstructions, changes to access, or environmental factors) prevent correct operation, Verdant shall not be liable for any resulting data loss, performance degradation, or failure.
4.6 Verdant reserves the right to charge for inspection, repair, or reinstatement works required as a result of such interference or conditions.
5. Customer's Obligations
5.1 The Customer shall:
(a) ensure that the terms of the Purchase Order and any information provided otherwise are complete and accurate;
(b) co-operate with Verdant in all matters relating to the Services and in particular ensuring co-operation in the provision of the installation services (where provided by Verdant);
(c) provide Verdant, its employees, agents, consultants and subcontractors, with safe access to the Customer's premises and other facilities as reasonably required by Verdant;
(d) at its own cost, provide Verdant with site safety, scaffolding and lifting gear of industry standard and in accordance with the requirements specified by Verdant in the Quotation or otherwise;
(e) provide suitable access and connection to internet, electricity, heating, lighting and water as required for carrying out the Services;
(f) provide Verdant with such information, data and documentation as Verdant may reasonably require in order to supply the Services, and ensure that such information and data are complete and accurate in all material respects to the extent required to allow for the provision of the Services;
(g) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
(h) comply with Applicable Law, requirements of any relevant statutory and regulatory bodies and health and safety and security policies and obey all of Verdant’s lawful and reasonable directions;
(i) be solely responsible for procuring and maintaining its network connections from its systems to Verdants’ cloud based servers.
(j) take reasonable care of the equipment and not tamper with, move or modify it without Verdant’s written consent;
(k) promptly report faults or damage to the equipment;
(l) implement reasonable site security measures.
5.2 The Customer acknowledges and agrees that Verdant and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services. The Customer is granted a non-exclusive, non-transferable licence to use the Platform during the Subscription Term in accordance with these Conditions.
5.3 Verdant confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
5.4 If Verdant's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, Verdant shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Verdant's performance of any of its obligations;
(b) Verdant shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Verdant's failure or delay to perform any of its obligations as set out in this clause 5.4; and
(c) the Customer shall reimburse Verdant on written demand for any costs or losses sustained or incurred by Verdant arising directly or indirectly from the Customer Default.
6. Charges and payment
6.1 The Charges for the Services shall be calculated as follows:
(a) the Charges shall be calculated in accordance with Verdant's fee rates, as set out in the Quotation (or as may be subsequently agreed in writing);
(b) Verdant reserves the right to increase the fees set out in the Quotation to account for increased costs in supplying the Services on an annual basis. Verdant shall notify the Customer in writing prior to commencing Services with such increased fees.
(c) Unless otherwise agreed by the parties in writing:
(i) subscriptions are billed annually in advance; and
(ii) a minimum contract term of 36 months applies;
(d) Verdant shall be entitled to charge an overtime rate as detailed in the Quotation on an hourly rate for any time worked by individuals whom it engages on the Services outside normal Business Days);
(e) Verdant shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Verdant engages in connection with the Services (at cost plus an administration charge of 10%) including travelling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by Verdant for the performance of the Services, unless otherwise stipulated or agreed by the parties in writing.
(f) Where installation or service activities are cancelled, postponed or materially delayed for reasons not attributable to Verdant (including access restrictions, permit issues, site readiness or third-party failures), the Customer shall reimburse Verdant for reasonable costs already incurred and any re-mobilisation costs, as set out in the Quotation or as otherwise agreed in writing. This includes, but is not limited to standby time, travel time, accommodation, mobilisation, subcontractor costs, and administrative costs reasonably incurred
(g) Additional or ad-hoc works requested by the Customer that are not included in the agreed scope or Quotation shall be chargeable separately and must be agreed in writing prior to commencement (including by email or signed site record).
(h) The Charges and Services set out in the Quotation cover only the scope expressly defined therein. Any variation or extension shall be subject to written agreement between the parties.
6.2 Verdant shall invoice the Customer:-
(a) for subscriptions annually in advance or as per Quotation;
(b) any additional services in arrears or as per Quotation;
Noting that Verdant may from time-to-time invoice at such other intervals (or longer basis) as may be notified.
6.3 The Customer shall pay each invoice submitted by Verdant:
(a) Unless otherwise agreed by the parties in writing, within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Verdant, and time for payment shall be of the essence of the Contract.
6.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) or any other government levies. Where any taxable supply for VAT purposes is made under the Quotation by Verdant to the Customer, the Customer shall, on receipt of a valid VAT invoice from Verdant, pay to Verdant such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.5 If the Customer fails to make a payment due to Verdant under the Contract by the due date, then, without limiting Verdant's remedies under Clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Connectivity, Data Ingestion and Retention
7.1 The Platform ingests data via LTE or other agreed communications.
7.2 Verdant is not responsible for interruptions caused by third-party networks, local IT, weather conditions, power outages, site conditions or other matters outside Verdant’s reasonable control.
7.3 On-site interventions to resolve such issues may be chargeable where the root cause lies outside Verdant’s control.
7.4 Customer Data remains the property of the Customer.
7.5 Verdant may process Customer Data to deliver, maintain and improve the Services and may use anonymised and aggregated data for research, benchmarking and service enhancement.
7.6 Unless stated otherwise, Verdant will retain Customer Data for the Subscription Term plus a reasonable archival period, after which data may be deleted or anonymised.
8. Data protection
8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
8.2 The parties acknowledge that, to the extent any personal data is processed in the provision of the Services, the Customer is the Controller and Verdant is the Processor. The Services do not involve collection of consumer/tenant data; any personal data is limited to business contact details and user account credentials for authorised users.
8.3 Verdant shall process such personal data only on the Customer’s documented instructions and implement appropriate technical and organisational measures to protect it, and shall notify the Customer without undue delay of any personal data breach.
8.4 Verdant shall ensure personnel confidentiality; shall not transfer personal data outside the UK (or UK-adequate countries) without appropriate safeguards and the Customer’s prior written approval; and shall assist the Customer (at the Customer’s cost) with applicable data subject and supervisory-authority obligations.
8.5 Upon termination, at the Customer’s written direction, Verdant shall delete or return personal data (unless retention is required by law).
8.6 Verdant shall maintain records to demonstrate compliance and allow reasonable audit in accordance with Applicable Law.
9. Limitation of liability
9.1 The Services, Platform, Equipment, analytics, alerts, reports, monitoring outputs, environmental intelligence, dashboards and associated Deliverables are provided as operational support tools only and do not constitute legal, regulatory, environmental, engineering, compliance, health and safety, or operational advice.
9.2 The Customer remains solely responsible for:
(a) regulatory compliance;
(b) environmental reporting obligations;
(c) permit compliance;
(d) operational decisions;
(e) engineering actions;
(f) maintenance activities;
(g) environmental management;
(h) emergency response;
(i) health and safety obligations; and
(j) compliance with Applicable Laws.
9.3 Verdant does not guarantee regulatory compliance or the prevention, detection, mitigation, or avoidance of emissions events, leaks, exceedances, environmental incidents, operational failures, or enforcement action.
9.4 Verdant shall not be liable for any losses, penalties, enforcement action, environmental incidents, business interruption, operational decisions, compliance failures, or damages arising from reliance upon, or use of, the Services, Platform, Deliverables, reports, analytics, or monitoring outputs.
9.5 The limits and exclusions in this clause reflect the insurance cover Verdant has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
9.6 Verdant has obtained insurance cover in respect of:
(a) public liability not exceeding £5,000,000 for any one claim;
(b) products liability not exceeding £5,000,000 for any one claim and in the aggregate;
(c) employers’ liability not exceeding £10,000,000 for any one claim;
(d) employers’ liability not exceeding £5,000,000 for any one claim in respect of offshore work, terrorism and asbestos; and
(e) professional indemnity not exceeding £2,000,000 for any one claim.
9.7 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, delict (including negligence), misrepresentation, restitution or otherwise.
9.8 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
9.9 Nothing in this clause 9 shall limit the Customer's payment obligations under the Contract.
9.10 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation; and
9.11 Subject to clause 9.8 (No limitation in respect of deliberate default), and clause 9.10 (Liabilities which cannot legally be limited), Verdant's total liability to the Customer arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount of Verdant’s Charges for the provision of the Services, except as expressly provided in these Conditions.
9.12 Subject to clause 9.8 (No limitation in respect of deliberate default), clause 9.9 (No limitation of customer's payment obligations) and clause 9.10 (Liabilities which cannot legally be limited), this clause 9.12 sets out the types of loss that are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
9.13 Verdant shall have no liability for any loss, damage, or expense arising from:
(a) improper use, alteration, or relocation of Equipment;
(b) failure of the Customer to follow Verdant’s guidance or instructions;
(c) unauthorised interference with Equipment or Services;
(d) delay, interruption, error, degraded performance, or failure caused by Customer networks, connectivity, or third-party infrastructure;
(e) unsafe site conditions;
(f) customer negligence;
(g) failure to comply with Applicable Laws; or
(h) third-party claims arising from the Customer’s operations or site activities.
9.14 Unless the Customer notifies Verdant that it intends to make a claim in respect of an event within the notice period, Verdant shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.15 This clause 9 shall survive termination of the Contract.
10. Warranty
10.1 Verdant warrants that the Services will be delivered with reasonable skill and care and in accordance with good industry practice.
10.2 Verdant shall use reasonable endeavours to maintain availability of the Services, Platform, and monitoring systems; however, the Customer acknowledges that the Services may from time to time be affected by technical, environmental, operational, atmospheric, connectivity, calibration, site-specific, maintenance, third-party network, or other factors outside Verdant’s reasonable control.
10.3 Verdant does not warrant uninterrupted or error-free operation, continuous platform availability, continuous connectivity, real-time transmission at all times, or detection of every leak, exceedance, release, event, fault, or environmental condition.
10.4 Verdant will use reasonable efforts to notify the Customer in advance of any planned maintenance where practicable.
10.5 Software and firmware updates may be applied automatically as part of ongoing service improvement.
10.6 The Customer acknowledges that the proper functioning of the Services depends upon the provision of safe and suitable site conditions, power supply, communications network, and access. Verdant shall not be responsible for any performance issues, data interruptions, or Equipment faults arising from the Customer’s failure to provide or maintain these dependencies.
11. Termination
11.1 Without affecting any other right or remedy available to it, if the duration of the Contract is not specified, Verdant shall be entitled to terminate the Contract by giving the other party thirty days written notice.
11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.3 Without affecting any other right or remedy available to it, Verdant may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.
11.4 Without affecting any other right or remedy available to it, Verdant reserves the right to suspend the supply of Services under the Contract or any other contract between the Customer and Verdant if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer becomes subject to any of the events listed in clause 11.2(c) or clause 11.2(d), or Verdant reasonably believes that the Customer is about to become subject to any of them; and
(c) Verdant reasonably believes that the Customer is about to become subject to any of the events listed in clause 11.2(b).
11.5 Verdant reserves the right to suspend Platform access, restrict Services, disable connectivity, or remotely disable Equipment where reasonably necessary due to non-payment, unauthorised use, security concerns, or material breach of the Contract.
12. Consequences of termination
12.1 On termination or expiry of the Contract:
(a) the Customer shall immediately pay to Verdant all of Verdant's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Verdant shall submit an invoice, which shall be payable by the Customer immediately on receipt.
(b) the Customer shall return any Deliverables which have not been fully paid for. If the Customer fails to do so, then Verdant may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
(c) the Customer shall ensure that Verdant is provided with full access to the Customer’s premises as reasonably required to take possession of, uninstall and return any Equipment to Verdant’s premises, as appropriate.
(d) the Customer shall provide Verdant, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Verdant.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
13. General
13.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”). Force Majeure Events include, but are not limited to, extreme weather, industrial disputes, power outages, internet failures, telecommunications failures, cyber incidents, governmental restrictions, acts of terrorism, pandemics, supply chain disruption, transportation delays, and failures of third-party hosting or cloud providers.
13.2 Assignation and other dealings.
(a) Verdant may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Verdant.
13.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
13.4 Entire agreement.
(a) The Quotation, these Conditions and the Purchase Order constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
13.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy
13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 13.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision
13.8 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Quotation
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 13.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
13.9 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 (“2017 Act”)to enforce any term of the Contract
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.10 Governing law. This Agreement is governed by and interpreted in accordance with Scots law. Non-contractual obligations (if any) arising out of or in connection with this Agreement (including its formation) shall be governed by Scots law. The parties agree to submit to the exclusive jurisdiction of the Scottish Courts in relation to any claim or matter (whether contractual or non-contractual) arising under this Agreement.
13.11 Order of precedence. In the event of conflict or inconsistency, the following order of precedence shall apply:
(a) the Quotation (including any expressly incorporated schedules);
(b) these Conditions; and
(c) the Purchase Order (except that no Customer terms printed on or referenced in a Purchase Order shall apply unless expressly agreed in writing by Verdant).
THIS IS THE SCHEDULE TO THE FOREGOING TERMS BETWEEN VERDANT AND THE CUSTOMER
PART 1 – DATA PROTECTION
The Customer shall own all right, title and interest in and to all of the customer data in the Platform (“Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy, sufficiency and quality of the Customer Data.
Verdant shall follow its archiving procedures for Customer Data as set out in its Information Security Policy as may be notified to the Customer from time to time, as such document may be amended by Verdant in its sole discretion from time to time.
In the event of any loss of or damage or corruption to Customer Data, the Customer's sole and exclusive remedy shall be for Verdant to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Verdant.
The Customer acknowledges that Verdant shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Verdant to perform services related to Customer Data maintenance and back-up but subject to the other provisions of this agreement).
Both parties will comply with all applicable requirements of the Data Protection Legislation and Verdant shall have its Data Protection Policy.
The Customer shall establish processes with Verdant such as to ensure (as is the Customers legal obligation) data protection / privacy documentation is provided and agreed as is required to be handed over / completed should Verdant require to directly engage with a data subject on behalf of the Customer.
This part of the schedule does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Verdant is the processor. The scope, nature and purpose of processing by the Customer, the duration of the processing and the types of personal data and categories of data subject are set out below
Controller: Customer
Processor: Verdant
Nature: Monitoring, transmission, and storage of site-based environmental data and limited user account information.
Data Types: Environmental readings, site metadata, device IDs; business contact details and login credentials for authorised users only.
Subjects: Authorised business users.
Purpose: Provision and management of the Vexion SaaS service.
Duration: for the period of this Agreement plus a short archival period.
The Customer will ensure it has all necessary privacy notices and lawful bases in place to enable Verdant to process business contact details and authorised-user credentials for the purposes of providing the Services.
Verdant may appoint sub-processors where reasonably necessary to provide the Services, including hosting, cloud infrastructure, communications, installation, maintenance, support and security providers. Verdant shall ensure appropriate contractual protections are in place with such sub-processors in accordance with Data Protection Legislation.
PART 2 - API TERMS RE VEXION PLATFORM
THIS DOCUMENT SETS OUT THE TERMS OF SERVICE OF THE VEXION APPLICATION PROGRAMMING INTERFACES (THE “API’S”) WHICH CAN BE ACCESSED BY LEGAL ENTITIES FOLLOWING A SUCCESSFUL APPLICATION TO VERDANT BY THE CUSTOMER.
"YOU" OR "YOUR" SHALL MEAN SUCH CORPORATE OR BUSINESS LEGAL ENTITY AS IS USING THE API.
You accept responsibility for the selection of the Vexion API’s to achieve certain results and acknowledge that the Vexion API’s have not been developed to meet your specific individual requirements. Your use of the Vexion API’s is at your own risk and you will be solely responsible for any damage that may result from said use including but not limited to any damage to your computer system or data loss.
Verdant cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of access to data. Verdant does not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any end-user data, communications or personal settings. Your access to and use of the Vexion API’s may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Vexion API’s or other actions that Verdant, in our sole discretion, may elect to take
The Vexion API’s are provided on an “as is” and “as available” basis and with no warranty (either express or implied of any kind) and Verdant disclaims any conditions of satisfactory quality and fitness for a particular purpose, in relation to this agreement.
The Customer shall implement appropriate security controls to protect API credentials, tokens, authentication keys, and access rights. Verdant shall not be liable for unauthorised access resulting from Customer credential compromise.
Without limitation, Verdant specifically denies any implied or express representation that the Vexion API’s will be fit:
a) to operate in conjunction with any hardware items or software products other than with those that are identified by Verdant as being compatible; or
b) to operate uninterrupted or error-free or are free of inaccuracies or that they are wholly reliable or will reliably integrate with your platform.
Verdant does not warrant or guarantee that it will be able to rectify all defects, nor that any defect which does not materially affect your operations using the Vexion API’s will be corrected before the issue of the next new release.
Any unauthorised modifications, use or improper installation of the Vexion API’s by, or on your behalf shall render all the Verdant warranties and obligations under this agreement null and void.
Verdant does not represent, warrant or guarantee that the content that may be available through the service is free of infection or virus or other code that may be disruptive or damaging.
Verdant welcomes feedback on the Vexion API’s and may attempt (although are under no obligation) to correct errors or inaccuracies.
PART 3 - ACCEPTABLE USE POLICY RE PLATFORM / SERVICES
You may use our Services only for lawful purposes. You may not use our Services:
• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To bully, insult, intimidate or humiliate any person.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware
You also agree:
• Not to reproduce, duplicate, copy or re-sell any part of our site or Services;
• Not to access without authority, interfere with, damage or disrupt:
• any part of our Services or Platform or site;
• any equipment or network on which our site is stored;
• any software used in the provision of our site; or
• any equipment or network or software owned or used by any third party.
PART 4 – SITE VISIT TERMS & EXCLUSIONS
UK Site Visits (Included)
• Travel is included for most UK mainland locations.
• Costs may vary depending on distance, accessibility and location.
• Additional charges may apply for: remote areas requiring significant travel time; overnight accommodation; non-mainland access (e.g. islands or ferry-only sites).
• All additional travel-related costs will be reviewed and (where applicable) quoted in advance.
Site Visits Outside the UK
• Vexion can be deployed internationally with full support.
• Remote support is available for installation, calibration and system management.
• On-site international visits can be arranged as part of our global service offer.
• Additional costs will apply (travel time, flights, accommodation, subsistence) and are quoted case-by-case based on location and scope.