Terms of use

1. Definitions

• Platform: the ESG Made Simple website, web application, reports, templates, training content and related services.
• Customer Data: all data, files and content that you or your Users enter into or upload to the Platform, including activity data, evidence and staff training records.
• Users: individuals you invite or allow to use the Platform under your account, including employees, contractors and invited suppliers or customers.
• Subscription: your paid plan (such as Starter, Growth or Scale), its term, included users and sites, and any add-ons.
• Data Protection Law: the UK GDPR, the Data Protection Act 2018, PECR and any other applicable UK data protection law.

2. Accounts and Users

• You must give accurate account information and keep it up to date.
• You are responsible for your Users, their compliance with these Terms and everything done under your account.
• Users must keep their sign-in details confidential. Tell us immediately at privacy@esgmadesimple.com if you suspect unauthorised access.
• You decide the roles and permissions of your Users, including who can approve records, invite others or manage billing.

3. Free trial

We may offer a free trial for a stated period. No payment details are needed to start one. At the end of the trial your account becomes read-only until you choose a paid plan. We may change or end trial offers at any time, but this will not affect a trial already in progress.

4. Subscriptions, fees and payment

• Fees are as shown on our pricing page or in your order at the time you subscribe, and are exclusive of VAT, which is charged at the applicable rate.
• Monthly plans are billed monthly in advance. Annual-commitment plans are a 12-month commitment billed monthly. Yearly upfront plans are billed annually in advance.
• Additional users or sites above your plan allowance are charged at the rates shown before you confirm them, pro-rated for the rest of the current billing period.
• Payments are taken by our payment provider, Stripe. You authorise us to charge your chosen payment method for all fees due.
• Subscriptions renew automatically for the same term unless cancelled in line with section 13.
• We may change our prices by giving at least 30 days' notice. Changes apply from your next renewal, and you can cancel before then.
• If a payment fails, we will tell you and retry. If it remains unpaid 14 days after we tell you, we may restrict your account to read-only until it is paid. We may charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.
• Except where these Terms or the law say otherwise, fees are non-refundable.

5. Acceptable use

You must not, and must make sure your Users do not:

• use the Platform for anything unlawful, fraudulent or harmful, or to mislead others about environmental performance
• upload malware, or material that infringes anyone's rights or is defamatory, obscene or offensive
• try to gain unauthorised access to the Platform, other customers' data or our systems, or test their security without our written permission
• copy, resell, sublicense, frame or reverse engineer the Platform, except as the law allows
• use automated tools to scrape or put unreasonable load on the Platform
• share accounts between people to avoid user charges

6. Your data, calculations and reports

• You are responsible for the accuracy, completeness and lawfulness of Customer Data, and for reviewing and approving records before they are used in reports or shared.
• Calculations use published conversion factors, mainly the UK Government (DESNZ) greenhouse gas conversion factors, and any supplier factors you enter. We do not guarantee that published factors are free of error or suitable for every purpose.
• The Platform is a software tool. We do not audit, verify, assure or certify your data or reports, and we do not give legal, accounting, tax or regulatory advice. You must not describe reports as independently verified unless you have obtained independent verification.
• Training content, templates, guidance and examples are general information only. You should take professional advice for your specific situation and before making environmental claims.
• You are responsible for making sure any environmental claims you make comply with the CMA Green Claims Code, consumer protection law and advertising rules.

7. Intellectual property

You keep all rights in Customer Data. You give us a non-exclusive licence to host, copy, process and display Customer Data only as needed to provide the Platform, support you and meet our legal obligations.

We and our licensors own all rights in the Platform, including software, design, training content and templates. We give you a non-exclusive, non-transferable right for your Users to use the Platform during your Subscription for your internal business purposes. You may use and adapt our downloadable templates for your own organisation.

If you send us feedback or suggestions, we may use them freely without any obligation to you.

8. Third-party services

The Platform can connect with third-party services such as Xero and Google. Your use of those services is governed by their own terms, and we are not responsible for them. You can disconnect integrations at any time.

9. Data protection and data processing terms

Each of us will comply with Data Protection Law. For personal data within Customer Data, you are the controller and we are your processor. This section forms the data processing agreement required by Article 28 of the UK GDPR.

• Details of processing: subject matter – providing the Platform; duration – the Subscription plus the deletion period below; nature and purpose – hosting, storage, calculation, reporting, communication and support; types of personal data – names, work contact details, roles, training records, and any personal data included in activity records or evidence; data subjects – your Users, employees, contractors, suppliers and customers.
• Instructions: we will process personal data only on your documented instructions, which are these Terms and your use of the Platform's features, unless the law requires otherwise (in which case we will tell you, unless the law prohibits it).
• Confidentiality: everyone we authorise to process personal data is bound by confidentiality.
• Security: we will take appropriate technical and organisational measures to protect personal data, as required by Article 32 of the UK GDPR.
• Sub-processors: you give general authorisation for us to use sub-processors, including those listed in our Privacy notice. We will impose data protection terms on them that are no less protective than these, remain responsible for them, and give you at least 30 days' notice of new sub-processors so you can object on reasonable grounds.
• Assistance: taking into account the nature of processing, we will help you respond to data subject requests and meet your obligations on security, breach notification, data protection impact assessments and prior consultation.
• Breaches: we will notify you without undue delay after becoming aware of a personal data breach affecting Customer Data, with the information you reasonably need.
• Deletion and return: when the Subscription ends you can export your data. We will then delete Customer Data within 90 days, unless the law requires us to keep it.
• Audits: we will make available the information needed to demonstrate compliance with this section and allow audits by you or your auditor on reasonable notice, no more than once a year, at your cost and subject to confidentiality.
• International transfers: we will only transfer personal data outside the UK with appropriate safeguards under Data Protection Law.

You confirm that you have a lawful basis and have given any notices needed for us to process the personal data in Customer Data.

10. Availability, support and changes

We aim to keep the Platform available at all times but do not guarantee uninterrupted or error-free service. We may carry out planned maintenance and will try to do so outside UK business hours. Support is provided by email on UK business days.

We may update and improve the Platform. We will not make changes that materially reduce the core functionality of your paid plan during your current term.

11. Confidentiality

Each of us will keep the other's confidential information secret and use it only to perform these Terms, except where disclosure is required by law or the information is already public through no fault of the receiving party.

12. Liability

• Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.
• Subject to the point above, neither of us is liable for any loss of profits, revenue, business, goodwill, anticipated savings or data (except our obligations to restore data from backups where available), or for any indirect or consequential loss.
• Subject to the first point above, each party's total liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by you to us in the 12 months before the event giving rise to the claim. This cap does not apply to your obligation to pay fees.
• We are not responsible for decisions you make, or claims you publish, based on data, calculations, reports or guidance from the Platform.
• All warranties, conditions and terms implied by law are excluded to the fullest extent permitted by law.

13. Cancellation, suspension and termination

• You can cancel at any time from the Billing page. Cancellation takes effect at the end of your current paid term or commitment period, and you keep access until then.
• Either of us may end the Subscription immediately by written notice if the other seriously breaches these Terms and (if the breach can be fixed) does not fix it within 30 days of notice, or becomes insolvent.
• We may suspend access immediately if needed to protect the Platform, other customers or the law, or for serious or repeated breaches of acceptable use. Where reasonable we will tell you first.
• When the Subscription ends, your right to use the Platform stops. You have 30 days to export your data, after which we will delete it as set out in section 9.
• Sections that by their nature should continue (including fees owed, intellectual property, data protection, confidentiality and liability) survive termination.

14. Changes to these Terms

We may update these Terms. We will give at least 30 days' notice of material changes by email or in the Platform. If you do not agree, you may cancel before the changes take effect. Continued use after that date means you accept the updated Terms.

15. General

• Force majeure: neither of us is liable for delays caused by events outside our reasonable control.
• Assignment: you may not transfer these Terms without our consent. We may transfer them to a successor of our business, and will tell you if we do.
• Entire agreement: these Terms (with any order form and our Privacy notice) are the whole agreement between us about the Platform.
• Third-party rights: no one else has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
• Severance: if any part of these Terms is found unenforceable, the rest continues in force.
• Waiver: a delay in enforcing a right does not mean we have given it up.
• Notices: notices to us must be sent to privacy@esgmadesimple.com or Unit 16 Spire Green, Harlow, CM19 5TR. We will send notices to the email address of your account owner.

16. Governing law and disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. Before going to court, we will each try in good faith to resolve the dispute by discussion within 30 days.