Terms and Conditions

IMPORTANT NOTICE: YOU MUST CAREFULLY READ AND THEN AGREE TO THE TERMS AND CONDITIONS SET OUT BELOW BEFORE ACCESSING AND USING CARBON ESTATES™ AT WWW.CO2ESTATES.COM (THE "WEBSITE") AND ANY ASSOCIATED PHYSICAL MEDIA, DOCUMENTATION WHETHER IN PRINTED FORM OR AVAILABLE ONLINE (THE "SERVICE"). IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE WEBSITE OR THE SERVICE.

Welcome to our Website and to the Service. The Website and the Service are owned and made available by CADmeleon UK Limited of CADmeleon House, Block B, Castle Street, Alloa, Clackmannanshire, FK101EU, headquarter address (referred to in these Terms and Conditions as "we" and "us" and our group companies including but not limited, to CADmeleon"). These Terms and Conditions form part of an agreement between you, the end-user, and us, and that agreement sets out the conditions under which you may access the Website and the Service, any information, services, products or information available through the Website. If these Terms and Conditions are not accepted in full, you do not have permission to access the Website and/or use the Service. Use of the Website and/or Service constitutes your acceptance of these Terms and Conditions, and they apply from the time of your first use of the Website or Service.

Terms and Conditions

Your use of the Website and Service is subject to the acceptance of these Terms and Conditions and the written quotation ("Quotation") and invoice ("Invoice") which you will have received from CADmeleon (together these Terms and Conditions, the Invoice and the Quotation form the "Agreement"). There may be other terms and conditions within the Website, which relate to your use of the Website or the Service, and such other terms and conditions will, together with these Terms and Conditions, govern your use of the Website and the Service. We reserve the right to change these Terms and Conditions and any other terms and conditions contained elsewhere on the Website at any time. It shall be your responsibility to check regularly to ensure that you agree to any such amendments. If you do not agree to any changes that we have made, you should stop accessing the Website and the Service immediately.

Use of the Website and the Service

You will be entitled to free, non-exclusive access to and use of the Service for an existing data set which will be made up of a sample of buildings that will be non-exclusive and are demonstrated for illustrative purpose only. The trial period of the software will last 30 days from your first date of use and will automatically cease. Upon cessation, and in the event you do not subscribe to the service, you will no longer be entitled to access or use the Service or the results generated by your use of the Service based on the data you input into the Service ("Results"). In the event that you subscribe to the Service, you will have non-exclusive access to the Service for the number of users and buildings detailed in your Quotation, from the date on which you first use the Service for the period of time set out in your Quotation (the "Subscription Period").

You undertake and warrant to us:

1. not to use the Website or the Service for any unlawful purpose; 2. not to make any use of the Website or the Service so that the Website or the Service is interrupted, damaged, rendered less efficient, or the functionality of the Website or the Service is in any way impaired; 3. not to copy, reproduce, recompile, de-compile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to create derivative works from, transmit or in any other way exploit any part of the Website or the Service; 4. not to use the Website or the Service for the transmission or posting of any computer viruses or any material which, in our sole opinion, is defamatory, offensive or of an obscene or menacing character, or in such a way as to cause annoyance, inconvenience or needless anxiety to any person; 5. not to use the Website or the Service in a manner which, in our sole opinion, amounts to a violation or infringement of the rights of any person, firm or company (including but not limited to rights of copyright, confidentiality or privacy); 6. not to use the Website or the Service to transmit any material for the purposes of publicity, promotion and/or advertising on behalf of yourself or anyone else; 7. should you have any right, claim or action against any other person arising out of the use of the Website or the Service, you shall pursue such right, claim or action independently of, and without recourse to, us; 8. not to make the Website or the Service available to third parties including your subsidiaries, group companies, sub-contractors or sub-licensees unless otherwise approved in writing by CADmeleon; 9. not use the Website or the Service to provide services to third parties (including without being limited to providing any training services); 10. not to use the Service on a computer network, or for an additional number of users than that which is set out in the Quotation; 11. not to make alterations to, or modifications of, the whole or any part of the Website or the Service nor permit the Website or the Service or any part of them to be combined with, or become incorporated in, any other programs. 12.

Payment

In consideration of the rights granted in terms of this Agreement, you shall pay the charges set out in the Invoice ("Charges") to us in accordance with the terms set out in the Invoice. You shall pay the full amount invoiced to you by CADmeleon within thirty (30) days of the date on the Invoice in the method and to the account set out in the Invoice. You shall not be entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to CADmeleon. Interest shall be chargeable on any amounts overdue to CADmeleon at the rate of 4% per annum over the base rate of the Royal Bank of Scotland as applying from time to time, to run from the due date for payment until receipt by CADmeleon of the full amount, without prejudice to any other right or remedy of CADmeleon.

Warranty

The Website and, during the Trial Period the Service, are provided to you on an "as is" and "as available" basis without any representation, endorsement or warranty of any kind, express or implied (by law or otherwise). During the Subscription Period, we warrant that the Service will comply in all material respects with the description set out in the Website or the related documentation, provided that your use of the Service is in accordance with any and all instructions set out in the Website and the related documentation. Other than as expressly set out in these Terms and Conditions, all other warranties in relation to the Website or the Service, whether express or implied, are expressly excluded to the fullest extent permitted by law. Specifically, we do not warrant, at all times: (1) that the Website or any functions on the Service or will be uninterrupted or error free; (2) that any effects which may occur will be corrected; (3) that the Website, the Service or the server that makes them available, are free from bugs, defects or viruses; or (4) the accuracy of the Website or the Service. You acknowledge that the Website and the Service have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Website and the Service as described in the related documentation meet your requirements. You acknowledge that you are using the Service at your own risk and that the Results will depend on the data that you provide, whether it be through AMR or from data provided that was not sourced or retrieved by CADmeleon. We will not be liable for Results that are incorrect or inaccurate as a result of the data that has not been directly supplied from CADmeleon.

Liability

In no event shall we be liable for any loss or damage, howsoever arising, out of or in connection with your use of the Service during the Trial Period or the Website at any time, including, without limitation, direct or indirect loss, consequential loss or damage, loss of profit or goodwill, loss arising from use or inability to use, loss arising from any errors or omissions in the Service as a result of breach of contract, negligence, delict or tort. CADmeleon shall not be liable for any loss of income, business profits or contracts, business interruption, loss of the use of money or anticipated savings, loss of information, loss of opportunity, goodwill or reputation, loss of, damage to or corruption of data, or any indirect or consequential loss or damage of any kind howsoever arising out of or in connection with your use of the Service during the Subscription Period and whether caused by tort (including negligence), breach of contract or otherwise. CADmeleon's maximum aggregate liability for any loss, damage or expenses arising out of or in connection with your use of the Service during the Subscription Period, whether in contract, delict, tort (including negligence) or otherwise, shall be limited to a sum equal to the Charges.

Intellectual Property Rights

The Website, the Service, including (but not limited to), the Results, artwork, data, frames, graphics, illustrations, logos, music, names, pages, photographs, service marks, software, sound, source codes, text, trade marks, video, and other material are protected by copyright and/or other proprietary rights (the "Intellectual Property Rights"). The Intellectual Property Rights remain with us, or where any material has been licensed to us, with the rights owners of such material. You may not copy anything from the Website or the Service in whole or in part without our express written authority. You must abide by all additional copyright notices or restrictions contained on the Website or in the Service. You are granted a non-exclusive license to use the Results for your business purposes only. You may not sell or sub-license the Results for any purposes. You acknowledge and agree that we may use the Results and data you provide during your use of the Service for collecting the Results and your data into a database for sharing or selling to third parties. Our use of the Results and data shall not identify you or your buildings in anyway. Carbon Estates is a registered Trademark.

Downloaded Material

Any material, which is downloadable, is carefully checked for viruses before being uploaded onto the Website. However we recommend that, as an extra precaution you run your own virus check on any material you download by opening it and/or saving it to your disk or hard drive. The use by you of any screensavers, wallpapers or other software including any files and images (collectively the "Software") is licensed to you by us. We do not transfer control, ownership or any intellectual property rights in the Software to you. Downloading by you of any material ("Downloaded Material") is permitted by us provided only that: (1) you do not download on to any server or other device connected to a network; (2) you make no more than one printed copy of it and no further copies of such printed copies are made; (3) you make only personal, non commercial use of it and/or printed copy; and (4) you retain on it and/or printed copy or any part thereof, all copyright and other proprietary notices and shall remain bound by the terms of such wording and notices; (5) you do not offer any Downloaded Material for sale or for distribution. No part of the Website or the Service may be used to construct a database of any kind, nor may the Website, any part of it or the Service be stored in databases for access by you or any person, unless you or such other person, have obtained our prior written consent.

Links to other Websites

Links are only permitted to the Home Page of the Website. You must not make the Website or any part of it available as part of another website, whether by hyperlink framing on the Internet or otherwise. You must not make the Website or any part of it appear on any other website as having a special relationship with that or any other website(s).
The Website and Service may contain links (the "Links") to websites operated by parties other than us ("Third Party Websites"). We do not control Third Party Websites, and are not responsible for their content. The inclusion of the Links does not imply any endorsement of the material on Third Party Websites, or any association with their operators. You are solely responsible for evaluating the integrity of the operators of any Third Party Websites; the accuracy and completeness of any information contained on them, and the value and authenticity of any goods or services offered through them.

Exclusion of Liability in Relation to Third Party Websites

We accept no liability with respect to any of the products, information, material or services offered or provided by any persons or other organisations listed on, or linked to, the Website, nor do we endorse any of them or any of their products or services. Should you decide to contract with any such person or organisation, the contract will be directly between you and that other party. We will have no contractual involvement, and will not be liable to you in contract or otherwise for any losses or damages that you suffer in relation to and as a result of products, information, materials or services provided to you by any of these organisations.

Right of Automatic Suspension

We shall have the right to immediately suspend your access to the Website and/or the Service if you commit a breach of the Agreement, including non-payment of any Charges.

Upon expiry or termination of the Agreement for any reason:

1. all rights granted to you under the Agreement shall cease; 2. you must cease all activities authorised by the Agreement; 3. you must immediately pay to CADmeleon any sums due to CADmeleon under the Agreement; 4. paragraphs Indemnity, Warranty, Liability and Law and Jurisdiction, shall survive such expiration or termination. 5.

Indemnity

You will indemnify and defend us against all claims, liability, damages, costs and expenses, including legal fees, arising out of a breach of the Agreement or any use of the Website or the Service.

Severability

If any of these Terms and Conditions should be determined to be illegal, invalid or otherwise unenforceable by reason of law then, to the extent and within the jurisdiction in which that Term or Condition is found to be illegal, invalid or unenforceable, it shall be severed and deleted and the remainder of the Terms and Conditions shall survive, remain in full force and effect, and shall continue to be binding and enforceable.

Privacy

If we gather any information about you then such information will be gathered and used by us in accordance with our Privacy Policy. A copy of which can be available upon request.

Waiver

No waiver by us of any breach by you of any of these Terms and Conditions shall constitute a waiver of any other breach, and no failure to exercise or partial exercise by us of any remedy shall constitute a waiver of the right subsequently to exercise that or any other remedy in part or in full.

Transfer Rights and Obligations

This Agreement is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without our prior written consent. CADmeleon may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of its rights or obligations arising under it, at any time.

Notices

All notices given by you to CADmeleon must be given in writing to CADmeleon UK Limited at CADmeleon House, Block B, Castle Street, Alloa, Clackmannanshire, FK10 1EU. CADmeleon may give notice to you at either the e-mail or postal address you provided to it or its representative when purchasing the Service. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

Events Outside CADmeleon’s Control

CADmeleon will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by an act, event, non-happening, omissions or accident outside its reasonable control ("Force Majeure Event"). CADmeleon's performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and it will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.

Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with Scots law. All disputes arising from it shall be submitted to the exclusive jurisdiction of the Scottish courts.

If you have any queries about the Agreement or these Terms and Conditions, you may contact us by emailing info@cadmeleon.co.uk

Legal Information – CADmeleon UK Ltd Registered in Scotland No: SC193502 Registered Address: CADmeleon House, Block B, Castle Street, Alloa, Clackmannanshire, FK101 EU VAT Registration No: 743 3000 77