Terms and Conditions

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

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

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.

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.

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.

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 Pro Tier Services may be suspended or terminated.

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 Proprietary 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.

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, 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.

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]; and (b) 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, 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.

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 attorneys' 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].

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 attorneys' 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].