Terms and conditions

When creating an account, you will be presented with these Terms and required to confirm your acceptance by ticking the relevant checkbox before your account is activated. If you do not accept these Terms, you may not create an account or use the Platform.

Your user account/s, including the username and password, are personal to you and/or, in the case of the Starter Tier or the Pro Tier, the individuals nominated by you as user account holders permitted to access the Starter Tier Services or the Pro Tier Services, and are non-transferable. You must keep (and you must procure that such individuals, if applicable, also keep) all details of your user accounts confidential and must not share them with anyone else. You must notify Abatable immediately if you have any reason to believe that the security of any of your user accounts may have been compromised. If for any reason Abatable believes that the security of any of your user accounts has been compromised, we will notify you and will limit your access to the relevant user account and the Platform pending security checks and remediation.

To gain access to the Free Tier Services, you must register as a user. The remainder of this clause 2 applies to the paid tiers, namely the Starter Tier and the Pro Tier, as indicated below. You may access the Free Tier Services for so long as they are made available by Abatable.

To gain access to the Starter Tier Services, you must place an Order through the Platform and pay the applicable Subscription Fee. The Starter Tier is self-serve: no Subscription Form is required, and your Starter Tier subscription comes into force on the Effective Date upon completion of your Order and receipt of payment. The Effective Date is the date on which you complete your purchase, and, unless otherwise stated in your Order, the Initial Term and each Renewal Term is a period of one year.

Subscription Fees for the Starter Tier are payable online through the Platform at the point of subscription and on each renewal, using the payment method you provide. The billing period selected, the number of seats, and the applicable Subscription Fees are as presented to you at the point of purchase and recorded in your Order.

To gain access to the Pro Tier Services, you must pay the Subscription Fee set forth in the Subscription Form.

For the Pro Tier, upon completion of the Subscription Form or upon subscription renewal, Abatable will issue an invoice to you. This invoice will outline the necessary payment details and the total amount due for the full Term of the Pro Tier subscription indicated in the Subscription Form. You are required to make payment upfront via wire transfer for the entire Initial or Renewal Term as indicated on the invoice.

For the Pro Tier, you acknowledge and agree that the payment is for the full period of any Initial or Renewal Term and is non-refundable. This non-refundable condition applies regardless of whether you decide to stop using the Pro Tier Services before the end of the subscription Term. No Subscription Fees paid for the Starter Tier are refundable, whether on cancellation or otherwise.

The Pro Tier subscription shall come into force on the Effective Date specified in the Subscription Form and shall continue for the Initial Term also specified in the Subscription Form. Unless you notify Abatable of your intent to cancel your subscription at least 7 days prior to the end of the Initial Term (or the then-current Renewal Term, as applicable), the subscription will be automatically renewed for additional periods of the same duration as the Initial Term (a "Renewal Term" and together with the Initial Term, the "Term"). Abatable will issue a new invoice to you for the upcoming term at the then-current subscription rate. The Starter Tier subscription shall come into force on the Effective Date and shall continue for the Initial Term, in each case as set out in your Order, and shall renew automatically for successive Renewal Terms of the same duration unless you notify Abatable of your intent to cancel no later than 7 days prior to the end of the Initial Term (or the then-current Renewal Term, as applicable). References in these Terms to the Initial Term, a Renewal Term and the Term apply to the Starter Tier and the Pro Tier alike.

Abatable reserves the right to modify the Subscription Fees. Any fee changes will take effect at the start of the next Renewal Term following the date of the price change. You will be notified of any changes to the Subscription Fee and will have the opportunity to cancel your subscription before the start of any Renewal Term if you do not agree with the price change.

If you choose to cancel your subscription following a notice of fee increase, cancellation must be communicated to Abatable within 7 days of receiving the notice. In such a case, the cancellation will become effective at the end of the current billing cycle, and you will not be invoiced for the next Renewal Term.

To prevent renewal of the subscription, you must notify Abatable of your intent to cancel as indicated above. You acknowledge that the responsibility to request cancellation lies solely with you, and Abatable is not obligated to provide any reminders or notices of upcoming renewals.

If you fail to pay the Subscription Fee for the Renewal Term, your access to the Starter Tier Services or the Pro Tier Services may be suspended or terminated.

Add-ons may be made available for purchase to users on any tier, whether Free Tier, Starter Tier or Pro Tier. Each Add-on is contracted for separately from your subscription to the Free Tier, Starter Tier or Pro Tier (as applicable) and, where relevant, is subject to additional terms and conditions which you accept at the point of purchase. Those additional terms and conditions apply in addition to these Terms and, in the event of a conflict between them and these Terms in relation to that Add-on, the additional terms and conditions shall prevail to the extent of the conflict.

Where an Add-on involves the upload of files or content by individual users, acceptance of the applicable terms and conditions is required at individual user level, regardless of whether another user within the same organisation has previously accepted those terms.

You acknowledge and agree that Abatable and/or its licensors own and shall retain all IPRs in and to: (a) the Services, (b) the Platform, and all improvements, enhancements or modifications thereto; (c) the Materials; (d) any Trade Marks and (e) all IPRs related to any of the foregoing (together, the “Content”).

To the extent that we supply you with any Materials, Abatable hereby grants you a non-exclusive, non-transferable, non-sublicensable right during the Term to use its IPR in such Materials solely in connection with your receipt of the Services.

All IPRs not expressly granted under this Agreement are reserved. All Content is provided on an "As Is" and "As Available" basis, and Abatable reserves the right to terminate the permissions granted to you under this Agreement at any time.

Except as set out in this section or elsewhere in our Terms, no part of the Content may be copied, scraped, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

You may use Content for internal purposes (including inclusion in internal reports and presentations). Subject to your compliance with the following conditions, you may share summaries, insights, and/or non-substantial portions of the Content with external third parties. The conditions applicable to such sharing are: (a) such summaries, insights, and non-substantial portions of the Content must not constitute any direct and/or material reproduction of any full report or dataset comprised in the Content; (b) you provide proper attribution of Abatable as the source of such summaries, insights, and non-substantial portions of the Content; and (c) such summaries, insights, and non-substantial portions of the Content are not used in any manner that competes with the Platform.

If you wish to make any other use of the Materials other than as set out in this section or elsewhere in our Terms, please address your request to: [email protected]. If we, at our absolute discretion, ever grant you permission to post, reproduce, or publicly display any part of our Materials you must identify us as the owners or licensors of the Materials and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Materials.

Any breach of these IPRs will constitute a material breach of our Terms, resulting in our right to terminate the Agreement in accordance with clause 10 below.

You and Abatable (each, a “Receiving Party”) understand that the other party (the “Disclosing Party”) has disclosed or may disclose confidential business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Abatable includes non-public information regarding features, functionality, and performance of the Platform. The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information; and (b) not to use (except as otherwise permitted herein) or divulge to any third person any such Confidential Information.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party is entitled to use and commercialise under the terms of this Agreement or can document: (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required to be disclosed by law.

The Receiving Party may disclose the Disclosing Party's Confidential Information to the respective employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the rights or carrying out the obligations under or in connection with this Agreement. 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 5.

You shall not use Abatable’s Confidential Information for any purpose other than to exercise your rights and perform your obligations under or in connection with this Agreement.

Retention of uploaded content. Where you upload files or generate outputs through an Add-on, such files and outputs will be retained in accordance with Abatable's data retention practices as updated from time to time. Abatable will handle any personal data contained in uploaded files in accordance with its Privacy Policy, which is incorporated into these Terms by reference.

The Platform may contain links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

Abatable shall use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimises errors and interruptions to the Platform. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Abatable or by third-party providers, or because of other causes beyond Abatable’s reasonable control.

Abatable does not warrant that the Platform will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the Platform. Except as expressly set forth in this section, the Platform is provided on an “As Is” and “As Available” basis and Abatable disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Except as expressly and specifically provided in the Agreement all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.

Notwithstanding anything to the contrary, nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law (together, the "Non-Excludable Liabilities"). Subject to the foregoing, and except in respect of Non-Excludable Liabilities, Abatable and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Abatable's reasonable control.

Abatable's liability under these Terms shall be subject to the following limits: (a) where such liability arises in respect of the Free Tier Services, Abatable's maximum aggregate liability under these Terms shall in no circumstances exceed £1,000; (b) where such liability arises in respect of the Starter Tier Services, Abatable's maximum aggregate liability under these Terms during the Initial Term or any Renewal Term shall in no circumstances exceed the total Subscription Fees payable for such Initial Term or Renewal Term (as applicable); and (c) where such liability arises in respect of the Pro Tier Services, Abatable's maximum aggregate liability under these Terms during the Initial Term or any Renewal Term shall in no circumstances exceed the total Subscription Fees payable for such Initial Term or Renewal Term (as applicable).

You agree to indemnify, defend and hold harmless Abatable and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third party.

Abatable reserves the right to update these Terms at any time. Abatable will notify users of any material updates. Your continued use of the Platform following notification of any changes to these Terms constitutes your acceptance of those changes. Users who register after the date of any update will be subject to the updated Terms from the date of their registration.

Abatable may terminate this Agreement for convenience at any time by giving you not less than 30 days' written notice. Where such termination takes effect during a paid Initial Term or Renewal Term, Abatable shall refund to you a pro-rata portion of the Subscription Fees paid in respect of that Term, calculated by reference to the number of days remaining in the Term following the effective date of termination. Such refund shall be Abatable's sole financial obligation arising from a termination for convenience under this clause.

In addition to any other remedies it may have, Abatable may terminate the Agreement with immediate effect by giving you written notice if:

1. you fail to pay any amount due under the Agreement on the due date for payment and remain in default not less than ten (10) days after being notified in writing to remedy such default; or

2. you commit a material breach of any other term of the Agreement and (if such breach is remediable) you fail to remedy that breach within a period of ten (10) days after being notified to do so.

In the event of termination, you will cease all use of the Platform. No refund of any Subscription Fees shall be payable by Abatable. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, intellectual property, confidentiality obligations, warranty disclaimers, and limitations of liability.

Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Assignment. This Agreement is not assignable, transferable or sublicensable by you except with Abatable's prior written consent. Abatable may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.

Independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind Abatable in any respect whatsoever.

Third parties. No person who is not a party to this Agreement shall have any rights to enforce or enjoy the benefits of this Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Notwithstanding that any term of this Agreement may be or become enforceable by a person who is not a party to it, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any such third party. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable legal fees.

Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  Abatable occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.

Applicable law and jurisdiction. This Agreement shall be governed by the laws of England and Wales without regard to any conflict of laws provisions. The parties hereby submit to the exclusive jurisdiction of the courts of England.

Questions about these Terms should be sent to Abatable at [email protected].

In these Additional Terms, the following expressions have the meanings set out below:

• "Confidential Information" means any non-public information disclosed by Abatable in connection with the Geo Screening, including but not limited to pricing methodology, cost models, and technical architecture.

• "Customer" means: (a) where access to the Geo Screening is subject to a Subscription Form, the person or entity identified in that Subscription Form; or (b) where access is granted without a Subscription Form, the person or entity on whose behalf a user accepts these Additional Terms by clicking 'Accept' within the platform. In each case, "Customer" is consistent with the meaning of "you" and "your" in the Platform Terms.

• "Geo Screening" means the geospatial analysis platform tool made available by Abatable as an add-on feature, enabling users to assess the geospatial characteristics of carbon projects by uploading project boundary files and receiving indicative analytical outputs, as further described in these Additional Terms.

• "Geo Screening Fee" means the subscription fee payable by the Customer for access to Geo Screening, as set out in the applicable Subscription Form.

• "Subscription Form" means the form or other commercial agreement entered into between the Customer and Abatable setting out the subscription tier, pricing, and permitted usage limits applicable to the Geo Screening.

• "Platform Terms" means the Platform Terms and Conditions available at https://app.abatable.com/terms-and-conditions, as updated from time to time.

• "Term" has the meaning set out in clause 2.2.

2.1 Access

Access to Geo Screening is available as an add-on feature to users on either the Free Tier or Pro Tier subscription and is subject to activation of the feature on the user's account. In these Additional Terms, the words "Customer", "you" and "your" have the meanings given in clause 1.

By clicking 'Accept' upon first accessing Geo Screening, each user represents and warrants that: (a) they have the authority to accept these Additional Terms on behalf of the entity they represent; (b) by doing so they legally bind that entity to these Additional Terms and the Platform Terms; and (c) they have, or have obtained, all rights necessary to upload any Customer Data to the Geo Screening and to grant Abatable the licences over that Customer Data set out in these Additional Terms. Upon acceptance, the entity on whose behalf the user acts becomes the Customer for the purposes of these Additional Terms.

Where access is subject to a Geo Screening Fee, you will be required to execute a Subscription Form before access is granted, and execution of that form constitutes acceptance of these Additional Terms.

2.2 Subscription Term

Where you have executed a Subscription Form, the Geo Screening subscription shall come into force on the Effective Date specified in the Subscription Form and shall continue for the Initial Term also specified in the Subscription Form. Unless you notify Abatable of your intent to cancel your subscription at least 7 days prior to the end of the Initial Term (or the then-current Renewal Term, as applicable), the subscription will be automatically renewed for additional periods of the same duration as the Initial Term (a "Renewal Term").

Where you have not executed a Subscription Form, access shall last until revoked by Abatable.

For the purpose of Geo Screening access and these Additional Terms, "Term" means: (a) where you have executed a Subscription Form, the Initial Term specified in the applicable Subscription Form together with any Renewal Terms; and (b) where you have not executed a Subscription Form, the period during which you are granted access to the Geo Screening subscription until such access is revoked by Abatable.

2.3 Geo Screening Fee

Where you have executed a Subscription Form, the Geo Screening Fee shall be set in the Subscription Form and shall be payable annually in advance. Abatable will issue an invoice to you upon execution of the applicable Subscription Form and thereafter on each anniversary of the Effective Date. You are required to make payment upfront via wire transfer for the entire Initial or Renewal Term as indicated on the invoice.

You acknowledge and agree that the payment is for the full period of any Initial or Renewal Term and is non-refundable. This non-refundable condition applies regardless of whether you decide to stop using the Pro Tier Services before the end of the subscription Term.

Abatable reserves the right to modify the Subscription Fees. Any fee changes will take effect at the start of the next Renewal Term following the date of the price change. You will be notified of any changes to the Subscription Fee and will have the opportunity to cancel your subscription before the start of any Renewal Term if you do not agree with the price change.

If you choose to cancel your subscription following a notice of fee increase, cancellation must be communicated to Abatable within 7 days of receiving the notice. In such a case, the cancellation will become effective at the end of the current billing cycle, and you will not be invoiced for the next Renewal Term.

To prevent renewal of the subscription, you must notify Abatable of your intent to cancel as indicated above. You acknowledge that the responsibility to request cancellation lies solely with you, and Abatable is not obligated to provide any reminders or notices of upcoming renewals.

If you fail to pay any sum due by the due date, Abatable reserves the right to charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until actual payment, without prejudice to any other right or remedy. If you fail to pay the Subscription Fee for the Renewal Term, your access to the Pro Tier Services may be suspended or terminated.

3.1 Permitted purposes

The Geo Screening is made available strictly for your internal informational and research purposes. You may use outputs generated by the Geo Screening to support your own internal assessment of carbon projects but may not redistribute, resell, sublicense, or otherwise make those outputs available to third parties without Abatable's prior written consent.

3.2 Limitations on reliance

Outputs must not be used as a substitute for independent, site-specific due diligence or on-site verification. You are solely responsible for any decisions made in reliance on Geo Screening outputs.

3.3 Prohibited uses

You must not use the Geo Screening in any manner that: (a) violates applicable law or regulation; (b) infringes the intellectual property or other rights of Abatable or any third-party data provider; or (c) attempts to extract, reverse-engineer, or systematically download the underlying datasets or platform architecture.

4.1 Usage limits

Your permitted usage of the Geo Screening, including any applicable limits on the number of project boundary file uploads or analytical queries, is set out in the applicable Subscription Form.

4.2 Enforcement

Abatable reserves the right to implement reasonable technical controls to enforce those limits. Where you exceed your permitted usage, Abatable may suspend access until the relevant limit resets or invite you to upgrade your subscription.

4.3 Fair use policy

Abatable reserves the right to introduce or amend fair use policies on no less than 30 days' written notice where it determines that usage patterns risk degrading service quality for other users.

5.1 Indicative outputs

Outputs generated by the Geo Screening are indicative only and are provided for informational purposes. They are subject to revision at any time without prior notice and are provided on a non-binding basis. Any modelling, scenario analysis, or presentation of simulated past performance contained within the outputs offers no assurance regarding future performance.

5.2 No solicitation

Nothing in the Geo Screening constitutes a solicitation to purchase or sell any product, including carbon credits or related instruments, nor an invitation to engage in or abstain from any transaction.

5.3 No professional advice

Geo Screening outputs do not constitute investment research, a research report, or a personal or tailored recommendation. Nothing in the outputs should be interpreted as legal, financial, accounting, tax, or other professional advice. You should seek independent professional advice before making any decision based on Geo Screening outputs.

5.4 Third-party data limitations

The Geo Screening incorporates third-party geospatial data sources that are subject to their own update cycles, coverage limitations, internal biases, and methodological assumptions. Results may differ materially from outputs produced by alternative datasets or third-party tools using different data or calibration methods. You should independently verify data from original sources before placing reliance on it.

6.1 Ownership

All intellectual property rights in the Geo Screening, including its underlying methodology, algorithms, software, models, and the third-party datasets incorporated within it, are and remain the exclusive property of Abatable or its licensors. These Additional Terms do not transfer, assign, or grant any ownership rights in any of the foregoing to you. All rights not expressly granted are reserved.

6.2 Licence to use

Subject to your compliance with these Additional Terms, Abatable grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Geo Screening and its outputs during the Term solely for your internal purposes permitted under clauses 3 and 4. This licence terminates automatically on expiry or termination of these Additional Terms.

6.3 Customer data, warranties and indemnity

You retain all intellectual property rights in any geospatial boundary files and other data you upload to the Geo Screening ("Customer Data"). By uploading Customer Data, you grant Abatable the licences described in clause 7.

You represent and warrant to Abatable that:

1. you own, or have obtained all necessary licences, consents, and permissions from the relevant rights holders to upload the Customer Data to the Geo Screening and to grant Abatable the licences set out in clause 7;

2. the Customer Data does not and will not infringe the intellectual property rights, confidentiality obligations, or any other rights of any third party;

3. where Customer Data has been received from a third party, you have confirmed that you have the authority to upload and sublicence that data in the manner contemplated by these Additional Terms; and

4. the person accepting these Additional Terms on your behalf has full authority to do so and to bind you to the obligations set out herein.

You shall indemnify, defend, and hold harmless Abatable and its officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (i) any breach of the warranties in this clause 6.3; (ii) any claim by a third party that the Customer Data, or Abatable's use of it in accordance with these Additional Terms, infringes that third party's intellectual property rights or other rights; or (iii) your unauthorised upload of data subject to third-party confidentiality obligations.

6.4 Proprietary notices

You must not remove, obscure, or alter any proprietary notices, attributions, or disclaimers contained in or accompanying Geo Screening outputs.

7.1 Licence grant

By uploading Customer Data to the Geo Screening, you grant Abatable a non-exclusive, royalty-free, worldwide licence to process and use that Customer Data:

1. to provide the Geo Screening to you during the Subscription Term;

2. in anonymised, aggregated form for benchmarking analyses and to generate comparative project scoring outputs; and

3. in anonymised form to improve the quality, accuracy, and functionality of the Geo Screening platform.

Abatable will not use Customer Data for any purpose beyond those set out in this clause 7.1 without your prior written consent.

7.2 Anonymisation

Individual Customer Data will not be identifiable in any benchmarking outputs. Abatable will not share individual Customer Data or outputs with other users or third parties, except where required by law.

7.3 Query pattern retention

Abatable may retain anonymised query patterns derived from your use of the Geo Screening to improve the quality and accuracy of the platform. Such patterns are anonymised prior to retention and do not include personally identifiable information or customer-confidential data.

7.4 Opt-out

If you do not wish your uploaded data to be used for benchmarking purposes under clause 7.1 or query pattern retention under clause 7.3, you may opt out at any time by contacting Abatable at [email protected]. Upon receipt of a valid opt-out request, Abatable will cease using the relevant data in future benchmarking analyses. Opt-out does not affect benchmarking analyses already completed prior to the request.

7.5 Survival

The licence granted under clause 7.1 survives termination or expiry of your subscription, unless you have exercised your opt-out right under clause 7.4.

7.6 Personal data

Personal data processed in connection with the Geo Screening will be handled in accordance with Abatable's Privacy Policy, available at www.abatable.com/privacy-policy.

8.1 Platform changes

Abatable reserves the right to modify, update, or withdraw any features, outputs, or underlying datasets within the Geo Screening at any time. Where a change is material, Abatable will provide no less than 30 days' written notice. Abatable may also discontinue the Geo Screening on no less than 30 days' written notice.

8.2 New features

Abatable may, from time to time, introduce new features or analytical layers to the Geo Screening. Such additions may be subject to separate pricing or terms, which will be communicated to you in advance.

8.3 Usage data

Abatable may use aggregated, anonymised usage data derived from Customer interactions with the Geo Screening to inform product development and platform improvements. No individually identifiable Customer data will be used for this purpose without your consent.

Reports and outputs generated from your uploaded files are accessible only to your account. Abatable will not share individual client outputs with other users or third parties, except where required by law or as part of anonymised, aggregated benchmarking analyses as described in clause 7.

Abatable may terminate your Geo Screening subscription for convenience at any time by giving you not less than 30 days' written notice. Where such termination takes effect during a paid Initial Term or Renewal Term, Abatable shall refund to you a pro-rata portion of the Subscription Fees paid in respect of that Term, calculated by reference to the number of days remaining in the Term following the effective date of termination. Such refund shall be Abatable's sole financial obligation arising from a termination for convenience under this clause.

Abatable may also terminate your Geo Screening subscription with immediate effect by giving you written notice if:

1. you fail to pay any amount due on the due date for payment and remain in default not less than ten (10) days after being notified in writing to remedy such default; or

2. you commit a material breach of any other term of these Additional Terms and (if such breach is remediable) you fail to remedy that breach within a period of ten (10) days after being notified to do so.

Under these scenarios, no refund of any Subscription Fees shall be payable by Abatable.

In the event of termination, you will cease all use of Geo Screening and all sections of these Additional Terms which by their nature should survive termination will survive termination, including, without limitation, intellectual property, confidentiality obligations, warranty disclaimers, and limitations of liability.

Abatable reserves the right, at its sole discretion, to update, change or replace any part of these Additional Terms by posting updates and changes to Abatable's website. It is your responsibility to check Abatable's website periodically for changes. Your continued use of or access to the Platform following the posting of any changes to these Additional Terms constitutes your acceptance of those changes.

12.1 Non-excludable liability

Nothing in these Additional Terms excludes or limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded.

12.2 Disclaimer of liability

Subject to clause 12.1, the Geo Screening is provided "as is" and "as available". To the fullest extent permitted by applicable law, Abatable and its officers, directors, employees, affiliates, agents, and licensors disclaim all liability (whether in contract, tort (including negligence), statute, or otherwise) for any loss or damage arising from: (i) any error, inaccuracy, or omission in the Geo Screening outputs; (ii) reliance on any output generated by the Geo Screening; or (iii) the acts or omissions of any third-party data provider.

12.3 Exclusion of implied warranties

To the fullest extent permitted by law, all warranties, representations, and conditions implied by statute, common law, or otherwise (including as to accuracy, completeness, or fitness for a particular purpose) are excluded.

12.4 No professional advice

For the avoidance of doubt, nothing in the Geo Screening constitutes professional advice of any kind. The restrictions and clarifications set out in clause 5 apply in full and are incorporated into this clause 12 by reference.

13.1 Relationship to Platform Terms

These Additional Terms apply in addition to the Platform Terms. All provisions of the Platform Terms apply to your use of the Geo Screening except to the extent these Additional Terms expressly provide otherwise. In the event of any conflict between these Additional Terms and the Platform Terms in respect of the Geo Screening, these Additional Terms shall prevail.

13.2 Governing law and jurisdiction

These Additional Terms are governed by the laws of England and Wales. Any dispute arising out of or in connection with these Additional Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

For any questions regarding these Additional Terms or the Geo Screening, please contact:

Zero Imprint Ltd

1 Finsbury Market, London, EC2A 2BN

Email: [email protected]

Website: www.abatable.com

By accepting these Additional Terms you confirm that you have read, understood, and agree to be bound by them.

After you successfully completed the account sign-up process, you may use the Platform functions to create a supplier profile, add users, and may from time-to-time upload, and edit, details of one or more carbon offset projects (Projects) that you wish to market and sell to prospective buyers. You acknowledge and agree that the overview of all Projects will be visible to any third party that subscribes to the Platform and that Abatable may also share this information with other prospective buyers that do not hold an account in the Platform. Abatable does not warrant that your participation in the Platform, or submission of Projects, will result in the sale of any carbon credits to any person. You may also submit information and/or offers in response to requests by prospective buyers via the Platform and/or from Abatable on behalf of prospective buyers that do not hold an account in the Platform.

Your user account/s, including the username and password, is personal and non-transferable. You must keep all details of your user accounts confidential and must not share them with anyone else. You must notify Abatable immediately if you have any reason to believe that the security of any of your user accounts may have been compromised. If for any reason Abatable believes that the security of any of your user accounts has been compromised, we will notify you and will limit your access to the relevant user account and the Platform pending security checks and remediation.

All costs incurred by you in respect of its participation in the Platform, and any costs associated with your negotiation and documenting of sales of carbon credits to buyers introduced via the Platform, are your sole responsibility.

Abatable earns a commission from buyers and does not charge any fees to suppliers for their participation in the Platform. You agree for Abatable to add its commission on top of any pricing offer that you submit via the Platform, which will be capped at a maximum of 10% of the submitted price and which will be transparently communicated to the buyer.

You agree that you will only Share Supplier Data that you have the right and authority to Share and for which you have the right and authority to grant to Abatable all of the licenses and rights set forth herein.

You acknowledge and agree that your organisation profile and the overview to all Projects Shared by you will be stored on the Platform and made accessible to any third party that subscribes to it and may also be shared by Abatable with other interested parties off the Platform.

You further acknowledge and agree that all Supplier Data submitted by you since the creation of your account will be stored in the Platform and made accessible either via the Platform or off the Platform to Abatable and the prospective buyers who, or on behalf of whom, a request was sent. You further acknowledge and agree that the Supplier Data submitted by you in response to a request since the creation of your account will also be made accessible either via the Platform or off the Platform to other potential buyers in the context of non-binding indicative offers.

You shall own all right, title and interest in and to Supplier Data and all IPRs therein. You hereby grant to Abatable a fully paid-up, payments and royalty free, worldwide, perpetual, irrevocable and transferable licence (with the right to grant multiple tiers of sub-licences) under the IPRs embodied in the Supplier Data and each Project submitted by you to generate, use and commercially exploit Supplier Data, Derived Data and Analyses. The foregoing licence shall survive expiry or termination of the Agreement for any reason. No rights or licenses are granted except as expressly set forth herein.

To the extent that you provide or otherwise communicate any suggestions, enhancement requests, recommendations or otherwise provide feedback on the Platform (collectively, “Comments”), you hereby grant to Abatable a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate the Comments and all underlying ideas contained in the Comments into the Platform and create any derivative works thereof.

Abatable shall own and retain all IPRs in and to: (a) the Platform, and all improvements, enhancements or modifications thereto; (b) the Materials; (c) the Derived Data; (d) the Analyses; (e) any registered and unregistered trademarks used by Company in connection with the Platform and (f) all IPRs related to any of the foregoing (all together, the “Content”). All IPRs not expressly granted under this Agreement are reserved. All Content is provided on an "As Is" and "As Available" basis, and Abatable reserves the right to terminate the permissions granted to you under this Agreement at any time.

You may download, store, display on your computer, view, listen to, play and print Materials subject to the following: (a) the Materials may be used solely for the purposes of using the Platform; (b) the Materials may not be redistributed.

You and Abatable (each, a “Receiving Party”) understand that the other party (the “Disclosing Party”) has disclosed or may disclose confidential business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Abatable includes non-public information regarding features, functionality, and performance of the Platform. For the avoidance of doubt, any Supplier Data, including information or offers, submitted by you via the Platform are not considered Confidential Information under this Agreement. The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information; and (b) not to use (except as otherwise permitted herein) or divulge to any third person any such Confidential Information.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party is entitled to use and commercialise under the terms of this Agreement or can document: (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.

Both you and Abatable may disclose the other party's Confidential Information to the respective employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the rights or carrying out the obligations under or in connection with this Agreement. 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 5. You shall use Abatable’s Confidential Information for any purpose other than to exercise your rights and perform your obligations under or in connection with this Agreement.

Abatable shall use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimises errors and interruptions to the Platform. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Abatable or by third-party providers, or because of other causes beyond Abatable’s reasonable control.

Abatable does not warrant that the Platform will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Platform. Except as expressly set forth in this section, the Platform is provided "as is" and Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

You warrant and represent that you will act in good faith in connection with the negotiation and documenting of sales of carbon credits that are initiated via the Platform, and will refrain from doing, or omitting to do, any act that may result in Abatable forgoing its entitlement to receive commission on such sale from the relevant buyer.

Except as expressly and specifically provided in this Agreement all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

Notwithstanding anything to the contrary, except for bodily injury of a person, Abatable and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Abatable's reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the total of £1,000, in each case, whether or not Company has been advised of the possibility of such damages.

You agree to indemnify, defend and hold harmless Abatable and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third party.

Abatable reserves the right, at its sole discretion, to update, change or replace any part of these Terms by posting updates and changes to Company's website. It is your responsibility to check Abatable's website periodically for changes. Your continued use of or access to the Platform following the posting of any changes to these Terms constitutes your acceptance of those changes.

Subject to earlier termination as provided below, this Agreement shall come into force upon completion of your account sign-up process and shall continue in force unless and until terminated by you or Abatable. You may terminate this Agreement at any time by notifying Company that you no longer wish to participate in the Platform.

Abatable may, in its sole discretion, at any time and without notice terminate this Agreement and/or discontinue providing or limit access to, or use of, the Content. You agree that Abatable may, in its sole discretion, at any time and without notice, terminate or limit your access to, or use of, the any Content.

In the event of termination, you shall cease all use of the Platform, although Abatable may, at its sole discretion, allow you to complete any request for information or procurement process that was initiated prior to the date of termination of this Agreement. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, intellectual property, confidentiality obligations, warranty disclaimers, and limitations of liability.

Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Assignment. This Agreement is not assignable, transferable or sublicensable by you except with Abatable's prior written consent. Abatable may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.

Independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind Abatable in any respect whatsoever.

Third parties. No person who is not a party to this Agreement shall have any rights to enforce or enjoy the benefits of this Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Notwithstanding that any term of this Agreement may be or become enforceable by a person who is not a party to it, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any such third party. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable legal fees.

Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  Abatable occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.

Applicable law and jurisdiction. This Agreement shall be governed by the laws of England and Wales without regard to any conflict of laws provisions. The parties hereby submit to the exclusive jurisdiction of the courts of England.

Questions about these Terms should be sent to Abatable at [email protected].