Carbon Happy World Group — Terms and Conditions

How these Terms work

Carbon Happy World operates under two brands: Carbon Happy World — our overarching climate services offering (carbon footprint assessment, carbon avoidance/removal project funding, advisory and related services); and aida — our SaaS platform, a distinct product offered under these same Terms.

These Terms are structured in three parts: Part A — General Terms, which apply to every User of any Carbon Happy World brand or service; Part B — Schedule 1: aida Terms, which apply specifically to your use of the aida SaaS platform in addition to Part A; and Part C — Schedule 2: Carbon Happy World Services Terms, which apply specifically to Carbon Happy World's broader services in addition to Part A.

Where a schedule conflicts with Part A in relation to the specific brand or service it covers, the schedule takes precedence for that brand or service only.

Part A — General Terms · 1. About us

1.1 Company details. We are Carbon Happy World Ltd trading as Carbon Happy World and aida ("Carbon Happy World", "we", "us" or "our"), a limited company incorporated and registered in England and Wales with company number 12700085, whose registered office is at Unit 309, Vanilla Factory, 39 Fleet Street, Liverpool, United Kingdom, L1 4AR.

1.2 What we do. We operate Carbon Happy World, our climate services offering, which helps Users on their sustainability journey through calculating carbon footprints, funding carbon avoidance and removal projects, and related advisory services (together, the "CHW Services"); and the aida and aida ESG platforms, software-as-a-service platforms provided by us that enable Users to measure, monitor and report on their organisation's carbon footprint and sustainability performance (the "aida Platform"). Together, these are the "Platforms".

1.3 Contacting us. To contact us, email hello@carbonhappy.world. How to give us formal notice of any matter under the Agreement is set out in clause 16 (Notices).

2. Our agreement with you

2.1 Our Agreement. These Terms apply to all Orders for the supply of Services, unless otherwise agreed in writing. They apply to the exclusion of any other terms that a User seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 Acceptance of these Terms. You as a User accept these Terms when you click to indicate that you have read and understood their content, or otherwise agree in writing. You must read and accept these Terms before you are able to create an Account and access a Platform or receive the Services. If you do not accept these Terms, you will not be able to access the Platforms or receive the Services.

2.3 Users. Reference to "you" means reference to you as a User of the Services, in whatever capacity (customer, agent or beneficiary), whether you are using the CHW Services, the aida Platform, or both.

3. Definitions

"Account" means an account set up by a User allowing access to a Platform and the Services. "Agreement" means the legally binding agreement between you and us, which consists of each Order you make, our Privacy Policy and Cookie Policy, and these Terms.

"AI Features" means any features of the Platforms that use artificial intelligence, machine learning or similar automated processing to generate, analyse, summarise or otherwise produce Outputs. "Carbon Happy World Services" or "CHW Services" has the meaning given in clause 1.2 and Schedule 2.

"Fee(s)" means the fees charged by us for providing Services, payable as either a one-time purchase or on a subscription basis, as specified in the applicable Order. "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights and rights in data, 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, including all applications and rights to apply for and be granted such rights, anywhere in the world.

"Order" means an order submitted by a User for the CHW Services or a subscription to the aida Platform, setting out the Services to be provided by us subject to these Terms ("Ordered" has the same meaning). "Outputs" means any or all reports, data, information, works or materials obtained by the User through use of a Platform and/or the Services, including any AI-generated Outputs.

"Payment Provider(s)" means approved third-party payment providers, including but not limited to Stripe and GoCardless, which we use to facilitate payments from Users. "Services" means, as applicable, the aida Platform subscription or the CHW Services specified in the applicable Order. "Terms" means these terms and conditions, as amended from time to time, including Schedule 1 and Schedule 2.

"User(s)" means a company or individual in direct receipt of the Services under this Agreement. "User Content" means any commercial or proprietary data which is uploaded or otherwise submitted to a Platform directly by the User.

"Virus" means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network, or any other service or device; or the reliability of any programme or data; or the user experience — including worms, trojan horses, viruses and similar things or devices.

"Working Day" means a day (other than a Saturday, Sunday or public holiday in England) when banks in London are ordinarily open for business. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to writing or written includes email.

4. Account creation

4.1 In order to access a Platform and the Services, you must accept these Terms.

4.2 When creating an Account, you must enter the information requested. When you create an Account on behalf of an organisation, you must have authority to do so and must provide the organisation's address and email for receipt of our invoices. You must keep your password safe and confidential, as you are responsible for anything that happens through your Account using that password. Let us know immediately if your password is lost, stolen, or you suspect unauthorised use.

4.3 If you are an individual registering for an Account, you must be at least 18 years old and have the right, authority and capacity to abide by these Terms.

4.4 You must provide accurate details about yourself and your organisation when you create an Account and must not use any false details.

4.5 You acknowledge that if your Account is a business account, none of the consumer rights contained in these Terms will apply to you.

5. Acceptable use

5.1 Acceptable conduct. You will use the Platforms in a manner consistent with any and all applicable laws and regulations, and you will respect the rights of other users and third parties, including their Intellectual Property Rights and privacy rights.

5.2 Prohibited conduct. You must not: (a) use the Platforms in any way that breaches any applicable law or regulation; (b) use the Platforms to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material; (c) attempt to gain unauthorised access to the Platforms, the server on which they are stored, or any server, computer or database connected to them; (d) attack the Platforms via a denial-of-service attack or a distributed denial-of-service attack; (e) introduce any Virus, trojan, worm, logic bomb or other material which is malicious or technologically harmful; (f) misrepresent your identity or affiliation, impersonate any person, or misrepresent the source of any Content or Outputs; (g) reverse engineer, decompile or disassemble any part of a Platform, except as permitted by law; or (h) use any Output in a way that is misleading, e.g. presenting an unverified estimate as verified, or misrepresenting the extent of your climate action.

5.3 We reserve the right, without notice or liability, to disable your Account, and/or prevent your access to the Platforms, in the event of a breach of this clause 5.

6. AI-generated content and AI-powered features

6.1 Informational purposes only. Some Outputs — including estimates, calculations, recommendations and summaries — may be generated using AI Features. AI Features are provided for informational purposes only and are not a substitute for professional advice (including legal, financial, tax, accounting or scientific advice). You should independently verify any Output before relying on it for a material decision, including public claims about your organisation's emissions or climate impact.

6.2 Nature of AI-generated content. AI Features use machine learning models which may produce content that is inaccurate, incomplete, or does not reflect the most current information. AI-generated Outputs do not necessarily reflect our views, and we do not guarantee their accuracy, completeness, reliability, or suitability for any particular purpose.

6.3 Your responsibility. You are responsible for reviewing and validating any AI-generated Output before using, publishing, or relying on it, particularly where it will inform a public sustainability claim, regulatory disclosure, or financial decision.

6.4 Improvement of AI Features. We may use aggregated, anonymised data derived from your use of AI Features to improve our models and Services, except where you have opted out or where doing so would involve your confidential User Content in a manner not permitted under these Terms.

7. Intellectual property

7.1 Our Content. Unless otherwise indicated, we own or are licensed to use all Intellectual Property Rights in the Platforms and their content (excluding User Content and Outputs generated specifically from your data), including software, design, text and databases.

7.2 Permitted use. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platforms and Outputs for your own internal business purposes, subject to these Terms.

7.3 Your Content. You retain ownership of all Intellectual Property Rights in your User Content. By submitting User Content, you grant us a worldwide, royalty-free licence to use, host, store and process it to the extent necessary to provide the Services to you.

7.4 Outputs. Subject to clause 7.3, Outputs generated specifically for you based on your User Content are provided for your use as set out in the applicable schedule. We may retain and use anonymised or aggregated data derived from Outputs for benchmarking, product improvement and reporting purposes.

8. Liability and warranties

8.1 Limitation of liability. Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

8.2 Subject to clause 8.1, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, loss of business, loss of goodwill, or any indirect or consequential loss arising under or in connection with these Terms.

8.3 Subject to clause 8.1, our total liability to you in respect of all losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to the Fees paid by you in the 12 months preceding the event giving rise to the claim.

8.4 Disclaimers. The Platforms and Outputs are provided "as is" and "as available". To the maximum extent permitted by applicable law, we disclaim all warranties, express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, accuracy, completeness, or uninterrupted or error-free service.

8.5 We do not guarantee that the Platforms will be secure or free from bugs, Viruses or errors, and we are not liable for any loss or damage caused by a distributed denial-of-service attack, Virus, or other technologically harmful material that may affect your device as a result of your use of the Platforms.

9. Data protection and privacy

9.1 We each will comply with our respective obligations under applicable data protection law, including the UK GDPR and the Data Protection Act 2018, in connection with the performance of this Agreement.

9.2 Details of how we collect, use and protect personal data are set out in our Privacy Policy and Cookie Policy, which form part of the Agreement.

10. Suspension and termination

10.1 We may suspend, restrict or terminate your access to a Platform, including your Account, at any time and without notice if: the operation of the Platform or our systems is impaired by your use; we receive a third-party complaint relating to your use; you are in breach of these Terms; we are required to do so for legal or regulatory reasons; or we have other reasonable grounds to do so.

10.2 Termination or suspension of your Account does not affect any rights or liabilities that have already accrued.

11. Amendments

We reserve the right to amend these Terms at any time. For material changes, we will provide at least thirty (30) days' prior notice by publishing the amended Terms and, where practicable, notifying Registered Users directly. If you continue to use a Platform after the effective date of an amendment, you will be deemed to have accepted it.

12. Assignment

We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior written consent.

13. Relationship

You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us and you as a result of these Terms or your use of the Platforms.

14. Entire Agreement

These Terms, together with all documents, policies and statements referenced in them (including the Privacy Policy), constitute the entire agreement between us and you regarding your use of the Platforms and Services.

15. Severability

If a particular term is found to be unenforceable, this will not affect the enforceability of any other term.

16. Notices

Any notice to be given under these Terms by us to you will be deemed effectively given if delivered or sent to the contact details listed in your Account. Any notice by you to us will be deemed effectively given only if in writing and sent to hello@carbonhappy.world or any alternative email address on the carbonhappy.world domain provided to you by us, or delivered to our registered office.

17. No implied waiver

If you do not comply with these Terms and we do not take action immediately, this does not mean we are giving up any rights we may have, including the right to take action in future.

18. English Language

These Terms and all documents relating to them are drawn up in English.

19. Applicable law and jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, are governed by English law. The courts of England and Wales shall have exclusive jurisdiction over any such dispute or claim, save that nothing in these Terms deprives you of any mandatory consumer protections available to you under the law of your country of residence.

Part B — Schedule 1 — aida (SaaS) Terms

These terms apply in addition to Part A to your use of the aida Platform.

S1.1 What aida is. aida is a software-as-a-service platform provided by us that enables Users to measure, monitor and report on their organisation's carbon footprint and sustainability performance.

S1.2 Subscriptions and Orders. Access to aida is provided on a subscription basis as set out in your Order. Your Order will specify the subscription tier, included features, number of seats/users (if applicable), and the applicable Fees.

S1.3 Free trials. aida may offer a free trial for up to one month; its length and terms will be set out at sign-up. At the end of the trial, you must choose a paid plan to continue on a paid subscription. Your trial will not automatically convert to a paid subscription, and you will not be charged for one unless you choose and order it.

S1.4.1 Fees for your aida subscription are as set out in your Order and are payable monthly or annually in advance via an approved Payment Provider.

S1.4.2 Unless otherwise stated in your Order, paid subscriptions automatically renew for successive periods equal to the initial subscription term, unless either party gives notice of non-renewal at least 30 days before the renewal date.

S1.4.3 We may increase Fees on renewal, provided we give you at least 30 days' notice before the increase takes effect. If you do not agree to the increase, you may cancel your subscription before it takes effect.

S1.4.4 All Fees are exclusive of VAT and any other applicable taxes, which will be added at the applicable rate.

S1.5 Service availability. We will use reasonable endeavours to make aida available 24/7, subject to scheduled maintenance and will issue a target SLA from time to time. We are not liable for any unavailability caused by circumstances beyond our reasonable control.

S1.6 Your data on aida. You retain ownership of all data you upload to aida ("aida Content"). You grant us a licence to process this data solely to provide the aida Platform and Services to you, and as otherwise set out in our Privacy Policy.

S1.7 Termination and data export. On termination of your aida subscription, you will have 30 days to export your aida Content before it is deleted from our systems, save where we are required to retain it by law.

Part C — Schedule 2 — Carbon Happy World Services Terms

These terms apply in addition to Part A to the broader Carbon Happy World services (climate assessment, advisory, and carbon avoidance/removal project funding).

S2.1 What the CHW Services are. The CHW Services may include, as specified in your Order: carbon footprint calculation and reporting; sustainability advisory services; and facilitating your funding of carbon avoidance or carbon removal projects and other climate projects that you can choose to support ("Projects").

S2.2 Placing Orders. The Services available for purchase are set out on the Platforms or in writing by us. For services purchased directly from the aida Platform, once you have selected a Service, follow the onscreen prompts to place an Order. Each Order constitutes an offer by you to purchase the specified Services, which is accepted by us when we confirm the Order in writing (including by email). For Services not purchased from the aida Platform, a quote for the Services will be provided in writing together with a timeframe to accept or reject the quote and the process to place an order.

S2.3.1 Project funding. Where you choose to fund a Project, we will facilitate that funding on your behalf via our Project partners. We will provide you with information about the Project as reasonably available to us, but we do not independently verify, and do not guarantee, the emissions reduction or removal outcomes claimed by third-party Project operators.

S2.3.2 Any certificates, credits or documentation relating to a Project will be provided to you as Outputs in accordance with clause 7.4 of Part A.

S2.4 Fees. Fees for CHW Services are as set out in your Order, payable either as a one-time purchase or on a subscription basis as specified. All Fees are exclusive of VAT and any other applicable taxes.

S2.5 Delivery of Outputs. We will use reasonable endeavours to deliver Outputs within the timeframe specified in your Order. Where no timeframe is specified, we will deliver Outputs within a reasonable time.

S2.6 Advisory services disclaimer. Any advisory or consultancy element of the CHW Services is provided based on the information you supply to us and information reasonably available to us at the time. It does not constitute legal, financial, tax or accounting advice, and should not be relied upon as a substitute for independent professional advice specific to your circumstances.