Terms of Business

These Terms of Business (the "Terms of Business"), together with any additional terms or other contractual arrangements that we might have with you and which expressly incorporate these Terms of Business, as referenced below, govern your use of and access to our services and products, including:

• Our Website, together with our customer support, or other areas or services in which we might interact with you from time to time, whether in relation to ESG Navigate, any other Software, any Application or otherwise (collectively, the "Services")
• ESG Navigate™, our proprietary end-to-end software platform ("ESG Navigate")
• Any other software and any Application that we include as part of, or otherwise in connection with, the Services, including any other online or digital access solutions (collectively and together with ESG Navigate, the "Software")

If you have purchased or otherwise been provided access to ESG Navigate and/or any other Services or Software, then these Terms of Business apply to you. By accessing ESG Navigate and/or any other Services or Software, you will be deemed to have acknowledged and agreed to be bound by these Terms of Business in their entirety from the first point at which you access ESG Navigate and/or any other Services or Software.

If you have an agreement with us under which we agree that you will have the right to refer customers to us, or to resell or otherwise procure customers, buyers or users of ESG Navigate and/or any other Services or Software, whether by way of a framework partner agreement as amended, supplemented and/or modied by a partner principal terms agreement or otherwise (a “Reseller Agreement”) then these Terms of Business apply to you mutatis mutandis as provided in the Reseller Agreement.

By entering into the Reseller Agreement you acknowledge these Terms of Business and agree to be bound by them. In the event of any inconsistency between these Terms of Business and the Reseller Agreement, the relevant provision(s) of the Reseller Agreement shall, solely to the extent of such inconsistency, prevail.

If you are a Company User (as defined below), and if VZC and your Company (as defined below) have an existing subscription or any other agreement in place that governs the use of such Services and/or Software (a “Company Agreement”), then these Terms of Business apply to you save that, in the event of any inconsistency between these Terms of Business and the Company Agreement, the relevant provision(s) of the Company Agreement shall prevail solely to the extent of such inconsistency.

If we otherwise have any additional written contractual arrangement (an “Additional Agreement”) with you then these Terms of Business shall apply to you (and you acknowledge and agree to the same) save as set out in such Additional Agreement. In the event of any inconsistency between these Terms of Business and the Additional Agreement, the relevant provision(s) of the Additional Agreement shall, solely to the extent of such inconsistency, prevail.

“Terms” as used in these Terms of Business means these Terms of Business, if relevant as supplemented and/or amended by any Additional Agreement, Reseller Agreement or Company Agreement.

To the extent that any laws or regulations in any jurisdiction (which, throughout these Terms, include the requirements of any regulatory authority in that jurisdiction) do not permit any particular provision or any part of any particular provision of these Terms to apply in certain circumstances, then that provision (or part thereof) shall not apply in those circumstances.

To the extent that any laws or regulations in any jurisdiction, or the requirements of any regulatory authority in that jurisdiction, do not permit you to access one (1) or more of our Services or Software then we expressly do not extend any right of access to such Service and/or Software to you, and you agree not to access the relevant Service or Software.

In these Terms (except where otherwise expressly provided):

• "Application" means any application accessed through any computer, tablet or mobile device (including any mobile telephone) through which ESG Navigate or any other Software or Services is accessed;
• “Content” means any text, graphics, logos, icons, images, audio, video, software, data compilations, page layout, source code, object code and software and any other form of information capable of being stored in a computer that appears on or forms part of the Website and/or any Software (other than the User Data);
• “Intellectual Property Rights” means any and all patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
• "User" means any third party that accesses the Website and/or any Services or Software that is not acting on behalf of VZC;
• “User Data” means content or data that is uploaded, transmitted, stored and/or processed by any User; and
• “Website” means any website hosted by or on behalf of any VZC company, including the websites found at the following domain: www.visionzeroconnect.com, together with any sub-pages thereof or any additional website that is linked to any of the above websites.

Where the context so admits or requires, words in these Terms denoting the singular include the plural and vice versa.

ESG Navigate, the Website, any Application, any other Software and all the Content included in any of them are the exclusive property of VZ Connect (or such other VZC company as might hold title to the same from time to time), our affiliates or other relevant third parties and you acquire no rights in or to ESG Navigate, the Website, any Application, any other Software or any Content whatsoever, other than those expressly authorised by the Terms.

By accessing or using ESG Navigate, the Website, any Application or any other Software you acknowledge that such material is protected by each applicable Intellectual Property Right.

All Intellectual Property Rights in or arising out of or in connection with your use of ESG Navigate, the Website, any Application, any other Software, and/or Content (other than any Intellectual Property Rights inherent in any User Data) including, without limitation, all Intellectual Property Rights in any data generated as a result of your use of the ESG Navigate, the Website, any Application, any other Software, and/or Content, is and shall remain the legal and beneficial property of VZ Connect.

By accessing any of ESG Navigate, the Website, any Application, any other Software (and any and all Content therein), and/or any other Services, you are deemed, and agree, to grant us a royalty-free, non-exclusive licence to use, copy and process your User Data for the purposes of making available to you ESG Navigate, the Website, any Application, any other Software (and any and all Content therein) or Services, as the case may be.

You may not (and agree not to) without our prior written consent:

• Reproduce, copy, distribute (on any website, ftp server or otherwise), redistribute, store, sell, rent, lease, make available as a bureau service, sub-license, assign, transfer, disclose, create derivative works or in any other fashion re-use ESG Navigate, the Website, any Application, or any other Software (and any and all Content therein)
• Make adaptations or variations to ESG Navigate, the Website, any Application, or any other Software (and any and all Content therein)
• Disassemble, decompile or otherwise reverse-engineer the ESG Navigate, the Website, any Application, or any other Software (and any and all Content therein)
• Alter, remove, obscure, conceal or otherwise interfere with any markings on or within ESG Navigate, the Website, any Application, or any other Software (and any and all Content therein) (including the packaging and any other physical embodiment of ESG Navigate, the Website, any Application, or any other Software) which refers to VZC and/or any of our third party licensors (as applicable) and must not interfere with, or fail to reproduce, any other copyright notices of VZC and our third party licensors (as applicable) as they appear in or on ESG Navigate, the website, any Application, any other Software and any all copies thereof;
• Use ESG Navigate, the Website, any Application, or any other Software (and any and all Content therein) in any manner that causes, or may cause, damage to any of ESG Navigate, the Website, any Application or any other Software or impair the availability or accessibility of ESG Navigate, the Website, any Application, or any other Software or which would otherwise constitute a breach of these Terms
• Tamper with, or attempt to gain unauthorised access to, ESG Navigate, the Website, any Application, or any other Software or any server, computer or database connected to or with ESG Navigate, the Website, any Application, or any other Software, or probe, scan or test the vulnerability of any of the same; and/or
• Attempt to obtain, or assist third parties in obtaining, access to attempt to obtain, or assist third parties in obtaining, access to ESG Navigate, the Website, any Application, or any other Software, other than as provided in these Terms

User Data, and the use of User Data by us in any manner licensed or otherwise authorised by you under these Terms, must not:

• Be illegal or unlawful, infringe any person's legal rights, or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law)
• Be libelous or maliciously false
• Be obscene or indecent
• Infringe the Intellectual Property Rights of any VZC entity or any third party
• Constitute negligent advice or contain any negligent statement, or make any negligent misstatement or comprise any negligent omission
• Constitute a breach of any contractual obligation owed to any person
• Be the subject of any threatened or actual legal proceedings or other similar complaint

Any personal data, including User Data, that you provide will be retained by us for as long as it is reasonably necessary to provide you with the Services or access to Software which you have requested or subscribed for, or which is otherwise the subject of the Terms between us.

If you withdraw your consent or request removal of your personal data, such data will be destroyed, but in doing so, you acknowledge that our ability to provide you with access to our Services, Software, Website or any Application may be adversely affected. You can withdraw your consent or request removal of your personal data, including User Data, by contacting: [email protected].

You agree that we may destroy any User Data, or any other documents, papers or other materials (in either physical or electronic form) in relation to the Services or access to the Software that we have provided to you in accordance with our records retention and destruction policies in place from time to time. You also agree that we may charge you for retrieving, reviewing or otherwise dealing with your User Data.

We will process any User Data that is transferred to, or is otherwise obtained by, us in the course of our relationship with you, whether provided in connection with any Services, Software or otherwise, in accordance with the applicable laws and regulations relating to the processing of personal data and privacy ("Data Protection Legislation"). We will process such personal data:

• Only for specified, explicit and legitimate purposes (including the performance of Services or providing Software, meeting our legal and regulatory obligations, the administration of Services and provision of Software, and business development and marketing our Services to you)
• In a manner that ensures an appropriate level of security of the personal data, using appropriate technical and organisational measures
• When you transfer or otherwise make User Data available to us that is not your own, you agree to ensure that you have obtained any personal data contained therein and are transferring or making it available to us for the purposes of the delivery of our Services or any Software, in compliance with Data Protection Legislation.
• This includes, where necessary, providing information to data subjects, obtaining any necessary regulatory approvals and data subjects’ consent for the transfer and subsequent processing of the personal data by us for the purposes for which the personal data was transferred or made available to us.
• You agree to inform us of any limitations on the processing of any personal data that constitutes User Data (including due to actions of data subjects, such as withdrawal of consent or the exercise of the right to object to the processing), prior to transferring or making any User Data available to us, or in any event as soon as possible thereafter.

If you received "Company Access" (which, as used in the these Terms, means that you have accessed, use and/or consume any of ESG Navigate, any other Software and/or any Services from an organisation or group, including but not limited to a company or any other commercial entity, government entity, non-profit organization or educational institution (each, a "Company")) under a Company Agreement, then you are a "Company User" for the purposes of these Terms.

If you are a Company User, you agree that due to your receipt of Company Access from such a Company:

• VZC may provide such Company with the ability to access, use, remove, retain, modify and/or control your User Data therein
• Your use of any of ESG Navigate, any other Software and/or any Services is governed by these Terms and the Company Agreement

The Website, ESG Navigate, any other Software or Application may contain links to third party websites, applications, products, software, services, or content. Unless expressly stated, these third-party resources are not under the control of any VZC entity or that of our affiliates. We assume no responsibility for the content of such third-party resources and disclaim liability for any and all forms of loss or damage arising out of the use of them.

The inclusion of a link to resource provided by a third party on any of the Website, ESG Navigate, any other Software or Application does not imply any endorsement of the site itself or of those in control of it.

There is no guarantee that electronic communications between you and us will be secure, virus-free or successfully delivered. We shall not be liable to you if, due to circumstances beyond our reasonable control, such electronic communications are intercepted, delayed, corrupted, not received or received by persons other than the intended addressees.

Unless otherwise agreed between us and you, the initial term of your subscription for the Services or access to Software which you have requested or subscribed for, or which is otherwise the subject of the Terms, will be twenty four (24) months.

At the expiry of the initial term or any subsequent renewed term of your subscription, such subscription shall be renewed for a further term of twelve (12) months on the same terms and conditions as contained in the Terms. Such automatic renewal will not occur if you provide us with written notice confirming your intention not to renew your subscription at least thirty (30) calendar days before the expiry of the initial term or any subsequent renewed term.

Payment for the Services or access to Software which you have requested or subscribed for, or which is otherwise the subject of the Terms between us must be paid by you on a monthly basis.

An initial payment for such Services and Software for three (3) months must be made on the commencement of your subscription that is to be applied to the first (1st) month, the twenty third (23rd) month and the twenty fourth (24th) month of your subscription, with subsequent monthly payments for the remaining subscribed months thereafter.

If the Terms are terminated by you pursuant to paragraph 10, and if not yet applied to the twenty third (23rd) month or the twenty fourth (24th) month of your subscription, the unutilised balance of the initial payment will be refunded to you

VZC makes no representation or warranty that any of ESG Navigate, any other Software, the Website or any Application will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure, or that all information provided will be accurate. We make no guarantee of any specific results from the use of any of our Services or Software.

No part of the Website, nor ESG Navigate, any other Software or any Application is intended to constitute advice and the Content should not be relied upon when making any decisions or taking any action of any kind.

Whilst VZC uses reasonable endeavours to ensure that ESG Navigate, any other Software, the Website and any Application are each secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own information, systems, online and digital security, that of their personal details and their computers and IT systems.

The Services are provided on an “as is” and on an “as available” basis. We give no warranty that any of our Services will be free of defects and/or faults. To the maximum extent permitted by any applicable law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility, or satisfactory quality.

VZC accepts no liability for any disruption or non-availability of any of ESG Navigate, any other Software, the Website or any Application resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions or censorship.

VZC reserves the right to alter, suspend or discontinue any part (or the whole of) ESG Navigate, any other Software, the Website or any Application including, but not limited to, the products and/or services available thereunder.

These Terms shall continue to apply to any modified version of the ESG Navigate, any other Software, the Website or any Application unless it is expressly stated otherwise.

To the maximum extent permitted by any applicable law, VZC accepts no liability for any: (i) direct loss or damage, foreseeable or otherwise; or (ii) for any indirect, consequential, special, or exemplary damages, arising from the use of ESG Navigate, any other Software, the Website or any Application or any information contained therein.

Users should be aware that they use the ESG Navigate, any other Software, the Website or any Application, and all Content, at their own risk.

In the event that VZC’s liability cannot be wholly excluded as set out in paragraph 9.1 above, you acknowledge and agree that VZC’s aggregate liability to all Users shall be limited to £100 per event giving rise to a claim.

Nothing in these Terms excludes or restricts VZC’s liability for death or personal injury resulting from any negligence or fraud on the part of VZC.

Every effort has been made to ensure that these Terms adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977. However, if any of the provisions contained in these Terms is found to be unlawful, invalid, or otherwise unenforceable, such provision is to be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining Terms.

This provision shall apply only within jurisdictions where a particular term is unlawful.

Either VZC or you may terminate the Terms at any time by giving notice in writing to the other party if that other party: (i) commits a material breach of the Terms and such breach is not remediable; (ii) commits a material breach of the Terms which is not remedied within thirty (30) calendar days of receiving written notice of such breach; (iii) has failed to pay any amount due under the Terms on the due date and such amount remains unpaid within thirty (30) calendar days after such other party has received notification that the payment is overdue; (iv) has any of its consents, licences or authorisations revoked or modified such that such other party is no longer able to comply with its obligations under the Terms or receive any benefit to which it is entitled; (v) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; (vi) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case; (vii) becomes subject to a moratorium under Part A1 of the Insolvency Act 1986; (viii) becomes subject to a company voluntary arrangement under the Insolvency Act 1986; (ix) becomes subject to a restructuring plan under Part 26A Companies Act 2006; (x) becomes subject to a scheme of arrangement under Part 26 Companies Act 2006; (xi) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; (xii) has a resolution passed for its winding up; (xiii) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it; (xiv) is subject to any events or circumstances analogous to those in clauses (v) to (xiii) in any jurisdiction.

If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate the Terms under this paragraph 10, it shall immediately notify the other party in writing.

Termination or expiry of the Terms will not affect any accrued rights and liabilities of either party at any time up to the date of termination.

Any delay or failure by us to exercise any right or remedy contained in these Terms, shall not be construed as a waiver of that right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy by us.

In the event of any conflict between these Terms of Business and any prior versions thereof, the provisions of these Terms of Business as currently available on the VZC Website shall prevail, unless it is expressly stated otherwise (whether in the relevant Terms or otherwise).

Nothing in these Terms shall confer any rights upon any third party nor will give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. The agreement created by these Terms is between you and VZC only.

All notices and any other communications issued in connection with, or otherwise relevant to, these Terms shall be sent to us either by first class post to our premises at Hexgreave Hall, Upper Hexgreave, Farnsfield, Nottinghamshire, England NG22 8LS, or by email to: [email protected]

Such notices will be deemed received (if sent by post) three (3) business days after posting (provided sent by First class post), or (if sent by email) the next following business day following the date on which the relevant email was sent.

These Terms of Business, the relationship between you and us, and the provision of our Services, ESG Navigate, any other Software, any Application, the Content, and in relation to any non-contractual obligations arising out of or in connection with the foregoing, shall be governed by, and interpreted in accordance with, English law.

Notwithstanding the foregoing, a specific Company Agreement, Reseller Agreement or Additional Agreement may provide for a governing law other than English law. In such circumstances, and unless otherwise provided in the relevant Company Agreement, Reseller Agreement or Additional Agreement (as the case may be), these Terms of Business, as the same apply in relation to the relevant Company Agreement, Reseller Agreement or Additional Agreement, will continue to be governed by, and interpreted in accordance with, English law.

In the event of any dispute under or in connection with these Terms, you and we agree to take all reasonable efforts to resolve such dispute amicably in a reasonable time period.

Should any dispute not be so resolved, we each acknowledge and agree that the courts of England & Wales shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with these Terms, including any question regarding their existence, validity, formation or termination. For these purposes both you and we irrevocably submit to the jurisdictions of the courts of England & Wales.

Notwithstanding the foregoing, a specific Company Agreement, Reseller Agreement or Additional Agreement may provide for a dispute resolution forum other than the courts of England & Wales. In such circumstances, the relevant provisions of such Company Agreement, Reseller Agreement or Additional Agreement shall apply in place of this paragraph 16.