Terms & Conditions

MASTER SERVICES AGREEMENT

OVERVIEW

PARTIES TO THIS AGREEMENT:

1. Farm Carbon Toolkit ("we" / "us" / “Farm Carbon Toolkit”): The Farm Carbon-Cutting Toolkit Community Interest Company Limited (Company No: 07220963). Registered Address: Hill View Farm, Hensting Lane, Winchester, SO21 1LE.

2. The Customer ("you" / “Customer”): any user of the Services (acting on behalf of any business, organisation or professional body).

This Master Services Agreement (“Agreement”) is intended to provide you with comfort, confidence and clarity when engaging with us for the provision of any of our software and/or professional services.

The Farm Carbon Toolkit is a farmer-led enterprise that supports farm businesses and organisations to measure, understand and act on their greenhouse gas emissions while improving business resilience for the future.

This Agreement is split into four sections:

• Section A is the General Terms and Conditions, which apply to all Services provided by us to you;
• Section B is the Definitions Schedule, which sets out short-hand terms that are used throughout this Agreement;
• Section C contains the Software Access Terms, which are the supplementary terms relating to your use of the Farm Carbon Toolkit software, including the Farm Carbon Calculator;
• Section D contains the Consultancy Terms, which are the supplementary terms relating to the provision of consultancy services and support services to you.
• Section E contains the Training Terms, which govern the provision of all Online Training (such as webinars and digital programs) and In-Person Training (such as face-to-face workshops and on-site sessions) provided by us.

FOR CLARITY: Section C and Section D will only apply depending on whether you are using our Software and/or receiving Consultancy Services. If you are not currently engaged for the provision of one of these elements, then the specific terms relating to those Services will not apply.

Before we get into the detail, we have set out an overview of some key terms in relation to the use of your data:

We are committed to protecting your Customer Data at all times and you will remain the owner of all Customer Data provided to us. Please see our Customer Data Standards at clause 2.2 of Section A below for further details.

We are a Community Interest Company and our primary purpose is to benefit the community. It is therefore important that we are able to retain the Intellectual Property Rights generated through our Software and the Services so that we can use data in an aggregated and anonymised manner to facilitate data benchmarking and analysis for the farmers, partners and professional bodies in the industry. For clarity, you are granted a perpetual licence to any such Intellectual Property Rights and we do not seek to own any Intellectual Property Rights in your Customer Data.

SECTION A: GENERAL TERMS

1. BASIS OF CONTRACT

1. This Agreement will become legally effective (and creates a binding contract between the parties) and will be deemed to be accepted by you on the earlier of:

1.  the second party signing an SOW, which incorporates this Agreement by reference; or:
2. you using any of the Services after receipt of this Agreement, on which date this Agreement will come into existence and will continue in force until terminated in accordance with its terms.

2. Any Service Section(s) will be effective upon you using a Service that corresponds with the relevant Service Section, on which date such Service Section(s) will be incorporated into this Agreement and will continue in force until terminated in accordance with the terms of this Agreement.
3. In the event of conflict between any part of this Agreement and/or any ancillary documents, the conflicting terms will take precedence in descending order of priority as follows:

1. any SOW (the most recent version taking priority over previous versions);
2. the Service Sections, in descending order of appearance in this Agreement;
3. the General Terms & Conditions (Section 1); and
4. Section 2 (Definitions Schedule).

4. This Agreement will apply to the exclusion of any other terms that you seek to impose or incorporate, or which are contained in, or referred to in, your purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
5. Subject to clauses 13.2 and 13.3, you acknowledge that this Agreement will apply to all current and future dealings between the parties relating to its subject matter.
6. In this Agreement, unless the context requires otherwise, the following provisions apply:

1. any capitalised terms in this Agreement will have the meaning set out in Section 2 (Definitions) or alternatively within the body of this Agreement, unless otherwise stated;
2. any clauses referred to in a Section to this Agreement is to a clause within that specific Section unless otherwise stated;
3. clause headings are for reference purposes only and shall not affect the interpretation of the clause;
4. a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
5. the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
6. a reference to ‘writing’ or ‘written’ includes email unless stated otherwise, but not faxes.

2. FARM CARBON TOOLKIT’S OBLIGATIONS

1. SERVICES

1. Performance Standards. We shall provide the Services to you using reasonable care and skill and we shall provide the Services to you materially in accordance with the applicable SOW.
2. Customer Data Standards. You may provide us with Customer Data (primarily consisting of farm data, such as information relating to: fuels, livestock, fertility and crops,  waste, etc.) and this is used for creating the Carbon Footprint Data. You are able to use the Carbon Footprint Data to measure your carbon footprint by calculating the emissions and sequestration and to benchmark the results against other farms; providing valuable insights for your business. We warrant that when you provide us with Customer Data:

1. the Customer Data will solely be used by us for the provision of the Services to you;
2. we will not access or store the Customer Data without your prior authorisation;
3. the Customer Data will be segregated, and will be easily identifiable, from other data;
4. we will protect the Customer Data from unauthorised access;
5. you can freely access, edit, delete, and migrate the Customer Data within the Software;
6. Data is not shared or sold without explicit opt-in permission;
7. you will have the ability to port / share / transfer the Customer Data to a destination requested by you;
8. we will not share any Customer Data with third parties (other than our subcontractors) without your prior authorisation;
9. where we sub-contract any part of the Services which involves the processing of Customer Data, we will keep a record of such sub-contractors and we will be responsible for ensuring that their use of the Customer Data is in accordance with the terms of this Agreement;
10. we will not sell any Customer Data;
11. Farm Carbon Toolkit representatives will be appropriately trained on the use of Customer Data; and
12. we will promptly respond to any requests, instructions, or complaints in connection with the Customer Data.  

3. Service Timeframes. We shall use reasonable efforts to provide the Services to you within any timeframe agreed with you, but for the avoidance of doubt, any timeframes are estimates only and time shall not be ‘of the essence’ for the performance of the Services. It is not unusual for timelines to occasionally shift during the course of a project and this can occur for various reasons, such as unexpected events, changes to project scope or delays in receiving client data. If the project is behind schedule, we will communicate this to you and seek to agree a revised schedule. For the avoidance of doubt, we will not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Services.
4. Re-performance Commitment. If the parties agree that any part of the Services is performed negligently or in breach of a provision of this Agreement (and we agree with this determination), then , at your written request (provided that it is issued within 14 days of the provision of the relevant Services, we shall use reasonable endeavours to remedy the specific deficiency in the Services.

3. CUSTOMER OBLIGATIONS

1. You warrant that you have the legal right and authority to enter into and adhere to the terms of this Agreement.
2. You must ensure the accuracy of all such Customer Data or information provided to Farm Carbon Toolkit. Any errors or omissions will be at your sole risk and you acknowledge that Farm Carbon Toolkit will not be responsible if there is any impact to the Services as a result of such inaccuracies.
3. You hereby confirm that you have all the necessary rights and ownership in Customer Data to permit Farm Carbon Toolkit to use them for the provision of the Services without infringing any third-party Intellectual Property Rights.
4. You agree to provide all necessary information, resources and access to personnel as required for the performance of the Services.
5. If we are unable to perform our obligations to you under this Agreement because we have been prevented or delayed by you (or a third party acting on your behalf), such as by your failure to do something requested of it:

1. Farm Carbon Toolkit shall have no liability in respect of any delay to the completion of the Services; and
2. if applicable, the timetable for the Services will be modified accordingly.

6. We may, in our sole discretion, charge you for any additional reasonable costs and expenses incurred by us that are caused by your instructions, your failure to provide instructions or your failure to comply with clause 3.2.
7. You must check that the terms of each SOW and any other information provided by Farm Carbon Toolkit are correct and accurately reflects your requirements. The parties acknowledge and agree that anything that is not expressly mentioned in an SOW is not included within the scope of the Services to be provided. In the event that you wish to change the scope of an SOW, any changes will need to be agreed with Farm Carbon Toolkit in writing (subject to our approval).

4. FEES AND PAYMENT

1. The Fees for the supply of the Services will be set out on our Website, in the applicable Service Section or in an SOW.
2. You must pay the Fees in pounds sterling. If you do not, the exchange rate applied will be the rate applied by our bank when processing the transaction and the amount you pay in your local currency will be whatever is necessary to leave us with full settlement of the Fees due after application of that exchange rate together with whatever administrative fees and commission as might apply.
3. All Fees are payable within 30 days of the date of an invoice (or such other period specified in an SOW).
4. Unless we expressly agree with you to the contrary in writing, we may change the amount of any Fees from time to time upon providing you with advance notice (so that you have a chance to adapt your use of the Services, as you feel appropriate). The revised Fees will take effect from the date specified in the notification, which will be not less than 14 days after the date that we send that notification to you.
5. Unless otherwise stated, the Fees exclude value added tax (or any other applicable sales tax), which will be charged in addition to the Fees at the applicable rate from time to time.
6. You will not be entitled to set-off, counterclaim, deduct or withhold payment under this Agreement.
7. If any expenses are required, we will obtain your email approval before we incur such expenses. Any additional expenses incurred during a project (including travel and accommodation) will be chargeable in addition to the Fees and at the actual cost incurred by us. We will aim to detail any expected additional expenses in an SOW.
8. If you do not pay an invoice issued to you by the relevant due date, Farm Carbon Toolkit reserves the right to take the following actions:

1. charge statutory interest on any outstanding sums from the due date for payment at 8% above the Official Bank Rate of the Bank of England, together with any administrative fees permissible under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment;
2. upon providing you with at least seven days’ notice, suspending the Services that Farm Carbon Toolkit provides to you. We will not be obliged to repay any portion of the Fees paid in advance or to reduce the Fees chargeable for any period during which the Services have been suspended. We will not be liable for any loss of data that may occur in relation to the suspension of the Services; and/or
3. suspend access to (or archiving after a period of seven days) (or deleting after a period of 90 days, upon providing you with at least two warning notices prior to such deletion) any Deliverables that Farm Carbon Toolkit may hold on your behalf. Please note that Farm Carbon Toolkit will not be responsible for any loss or damage you may suffer as a result of any deletion or disposal,

and you agree to reimburse Farm Carbon Toolkit for any debt recovery costs incurred in relation to each outstanding payment (and we shall charge in addition interest on that debt).

9. We may set-off any liability that you may have to us against any liability that Farm Carbon Toolkit may have to you.

5. INTELLECTUAL PROPERTY RIGHTS

1. Customer Data Ownership: All Customer Data will remain your Intellectual Property (or the relevant owner if you are a licensor of the Customer Data) and you will remain in control of the Customer Data. Within the Software, you can freely access, edit, delete, and migrate the Customer Data within the Software.
2. Customer Data Licence: You hereby grant Farm Carbon Toolkit a non-exclusive, irrevocable, transferable, royalty-free, worldwide licence to use Customer Data solely for use in the provision of the Services and the creation and use of the Deliverables. This licence will continue for the duration of the Services, but will continue in perpetuity where the use of Customer Data is required for the ongoing use of the Deliverables.
3. Customer Data Assurances: You warrant that all Customer Data:

1. will not contain any obscene, offensive, defamatory or otherwise unlawful or inappropriate material and will not constitute spam or hate speech;
2. will comply with all applicable laws and regulations;
3. will not infringe the Intellectual Property Rights of any third party; and
4. will not otherwise harm our goodwill and/or reputation,

and you will indemnify and hold harmless Farm Carbon Toolkit and its Affiliates, officers, employees, consultants, agents and sub-contractors, on demand, against all actions, proceedings, claims, demands, damages and costs (including legal costs on a full indemnity basis) losses and liabilities against all occasioned to or incurred by us as a result of any breach of the warranties in this clause 5.3.

4. Deliverables Ownership: All Intellectual Property Rights in the Deliverables created as part of the Services, including but not limited to reports, data, methodologies, tools and analyses, shall remain the exclusive property of Farm Carbon Toolkit unless otherwise stated in an SOW. You agree to do all such acts and sign all such documents at our request as may be necessary to give effect to this clause 5.4. We may make available the Deliverables to third parties at our sole discretion, provided that the Deliverables are solely used in an aggregated and anonymised format.
5. Deliverables Licence: Farm Carbon Toolkit hereby grants you a licence for all Intellectual Property Rights in the Deliverables on a non-exclusive, perpetual, irrevocable, non-transferable, royalty-free, worldwide basis to allow you to make reasonable use of the Deliverables. Any use beyond these terms will require  explicit permission from FCT.
6. Software and Documentation Ownership: All Intellectual Property Rights in the Software (including any customisation, updates and developments) and any media, documentation or training notes that we provide will remain our property at all times and may not be copied or distributed in any manner without our written permission.
7. Software Licence: Your right to use the Software is solely in accordance with Part C of this Agreement (Software Access Terms).
8. Case Studies: You acknowledge that Farm Carbon Toolkit may use any non-confidential details of the Services and the Deliverables (including sharing any analysis or metrics gained from any testing) for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes (such as use in print and on Farm Carbon Toolkit’s website). For case studies, Farm Carbon Toolkit may provide a high-level overview of the engagement, including problems faced, technologies used, solutions and lessons learnt. The content of any case study produced shall be subject to the written consent of you (such approval not to be unreasonably withheld, conditioned or delayed). You hereby permit Farm Carbon Toolkit and other associated parties to publish your name and standard logo.

6. CONFIDENTIALITY

1. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services (including, without limitation, information concerning the Customer’s strategy, product details, marketing position and financial position) which the Receiving Party may obtain (“Confidential Information”). The terms of this Agreement and any SOW are also deemed to be Confidential Information. Confidential Information will not include any information that is trivial or obvious.
2. In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:

1. to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under this Agreement;
2. not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents, advisors and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this Agreement and provided that such officers, employees, consultants, agents, advisors and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement); and
3. to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.

3. Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:

1. is in or comes into the public domain in any way without breach of this Agreement by the Receiving Party or any person or entity to whom it makes disclosure;
2. the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;
3. the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
4. is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
5. is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request, and in such event, the Receiving Party shall only disclose that portion of the Confidential Information it is legally required to disclose.

4. The Receiving Party must promptly notify the Disclosing Party if it discovers any unauthorised access or dissemination of Confidential Information.  
5. Upon the termination of this Agreement (or earlier, upon the request of the Disclosing Party) the Receiving Party must delete, destroy or return (at the Disclosing Party’s option) all of the Disclosing Party’s Confidential Information to the Disclosing Party promptly (and no later than 30 days of the effective date of termination or the Disclosing Party’s request (as applicable)).
6. Notwithstanding clause 6.5, the Receiving Party will not be required to delete, destroy or return any Confidential Information to the extent that the Receiving Party is required to retain such information under any applicable law, regulation, professional standard or audit / record‑keeping requirement. In such circumstances, the Receiving Party shall: (a) retain the Confidential Information solely for the minimum period required to comply with such obligations; (b) continue to treat the retained Confidential Information as confidential in accordance with this Agreement; and (c) not use the retained Confidential Information for any purpose other than compliance with the relevant legal or regulatory obligation.
7. This clause 6 shall survive termination of this Agreement, however arising.

7. DATA PROTECTION

1. General Obligations. Each party will ensure that in the performance of its obligations under this Agreement it will at all times comply with all applicable Data Protection Laws and any other applicable privacy laws and regulations. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Laws.

Where we are Data Controllers:

2. Where you use our Services or we use your Personal Data for contract administration purposes, we will process your Personal Data as a Data Controller and we will comply with our Privacy Policy at all times, which is available at https://www.farmcarbontoolkit.org.uk/privacy-policy/ (as updated from time to time).

Where we are Data Processors:

3. Data Specification: You must provide Farm Carbon Toolkit with a document setting out the (a) subject matter and duration of any processing to be undertaken by Farm Carbon Toolkit; (b) the nature and purpose of the processing; and (c) the type of Personal Data and the categories of data subject relevant to this Agreement.
4. Data Controller: You acknowledge and agree that you will be the Data Controller under this Agreement and that you will be responsible for obtaining all necessary appropriate consents and implementing notices to enable the lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
   As Farm Carbon Toolkit does not have any control over the Personal Data provided by you (or Personal Data obtained by us acting on your behalf), you will indemnify and keep Farm Carbon Toolkit and its Affiliates indemnified against all losses, costs, and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Farm Carbon Toolkit arising out of or in connection with any claim in respect of a breach of clause 7.3 or this clause 7.4 or arising from the failure to obtain the consent of data subjects for the exportation of any Personal Data outside of the UK and/or European Economic Area by Farm Carbon Toolkit under clause 7.7.
5. Data Processor: Farm Carbon Toolkit acknowledges and agrees that it will be the Data Processor under this Agreement for all other processing activity that is not covered by clause 7.2 and that we shall:

1. process that Personal Data only on your written instructions unless we are required to process Personal Data in accordance with applicable laws;
2. immediately inform you if, in our opinion, an instruction infringes Data Protection Legislation;
3. keep all Personal Data it receives, stores and collects from you strictly confidential (pursuant to clause 6 (Confidentiality), and not disclose any Personal Data to third parties;
4. not use the Personal Data for any purpose other than to perform its obligations under this Agreement;
5. ensure that all Personal Data it receives, stores and collects from you are processed in accordance with this Agreement or as otherwise instructed in writing from time to time by you and Farm Carbon Toolkit shall not process the Personal Data for any other purpose, unless required by law to which Farm Carbon Toolkit is subject, in which case Farm Carbon Toolkit shall to the extent permitted by law inform you of that legal requirement prior to responding to the request;
6. promptly carry out any written request requiring Farm Carbon Toolkit to amend, transfer or delete the Personal Data or any part of the Personal Data made by you during this Agreement;
7. notify you without undue delay upon Farm Carbon Toolkit or any sub-processor becoming aware of a breach affecting Personal data and at this time providing you with all sufficient information required to meet any obligation to notify the relevant data protection authority or inform affected individuals under applicable Data Protection Laws; and
8. maintain complete and accurate records and information to demonstrate our compliance with this clause 7, and upon your reasonable written request, provide you with such records or information as are reasonably necessary to evidence that compliance. Any information provided under this clause 7.5.8 shall be subject to: (i) Farm Carbon Toolkit’s confidentiality obligations under this Agreement; (ii) the protection of Farm Carbon Toolkit’s commercially sensitive information; and (iii) Farm Carbon Toolkit’s right to redact information that is not relevant to demonstrating such compliance. Farm Carbon Toolkit shall provide the requested information within a reasonable period of time.

6. Assistance: Farm Carbon Toolkit agrees to assist you with all subject access requests which may be received from a data subject in a prompt timeframe (at your cost) and ensure that appropriate technical and organisational measures are in place to enable you to meet your obligations to those requesting access to Personal Data held by Farm Carbon Toolkit. Upon request, Farm Carbon Toolkit shall provide you with reasonably requested information within a reasonable timeframe to demonstrate its compliance with this clause 7. Farm Carbon Toolkit shall assist you in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority or regulators, provided that Farm Carbon Toolkit shall be entitled to charge a reasonable fee for such assistance.
7. Data Transfers: Farm Carbon Toolkit agrees not to transmit any Personal Data to a country or territory outside the UK and/or the European Economic Area without your prior written consent, provided that such consent is hereby deemed provided where the Personal Data is subject to an adequate level of protection in accordance with Data Protection Laws (which may include Farm Carbon Toolkit implementing an International Data Transfer Agreement) and provided that data subjects have enforceable rights and effective legal remedies.
8. Sub-Processors: You consent to our appointment of third party processors of Personal Data for the purpose of providing the Services under this Agreement provided that such third party processors contract with us on the basis of  materially equivalent terms to those set out in this Agreement.
9. Return of Data: Upon the termination or expiry of this Agreement for any reason, Farm Carbon Toolkit shall return all Personal Data to you as requested by you in writing, provided that this shall not prevent Farm Carbon Toolkit from retaining a copy to meet its legal or regulatory obligations.
10. Safeguards: The parties warrant that for the duration of this Agreement they will ensure that they have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted).
    

8. LIABILITY

1. This clause 8 sets out the entire financial liability of Farm Carbon Toolkit (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:

1. arising under or in connection with this Agreement;
2. in respect of any use made by you of the Services, the Deliverables or any part of them; and
3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

2. All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
3. Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury which results from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; (iii) under any indemnities in this Agreement; or (iv) for any other liability which cannot be limited or excluded by law.
4. Subject to clause 8.3:

1. we will not be liable to you for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
2. our total aggregate liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to the Fees paid or payable for the relevant Services provided to you by Farm Carbon Toolkit giving rise to such liability in the preceding 12 months to the claim arising (to be calculated on a pro rata basis where the contract term is less than 12 months).

5. Farm Carbon Toolkit shall, for the duration of this Agreement, maintain in force appropriate and adequate insurance policies, including (without limitation) public liability and professional indemnity insurance.

9. TERMINATION

1. This Agreement may be terminated by either party with immediate effect at any time upon providing the other party with written notice, provided that there is not an SOW in effect at that time.
2. Each SOW may be terminated solely in accordance with the termination provisions specified in an SOW, or where none are stated, the SOW may be terminated by either party upon providing the other party with at least two months prior written notice of termination.
3. Without limiting any other rights or remedies, either party (“Terminating Party”) may terminate this Agreement with immediate effect by providing written notice to the other party (“Defaulting Party”) on or at any time after the occurrence of any of the events specified below:

1. a breach by the Defaulting Party of its obligations under this Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 30 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or
2. an event, including (or similar in nature to) the following:

1. the Defaulting Party is unable to pay its debts as they fall due;
2. the Defaulting Party goes into liquidation either compulsorily (except for the purpose of reconstruction or amalgamation) or voluntarily;
3. a receiver is appointed in respect of the whole or any part of the Defaulting Party; or
4. a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding-up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or

1. the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

4. If this Agreement terminates for any reason:

1. any SOW in force at the time of termination relating to the terminated Services will automatically terminate;
2. we shall immediately cease all of the Services under this Agreement;
3. you must promptly pay all outstanding Fees and expenses;
4. we shall attempt to collect any outstanding fees on the effective date of the termination (or as soon as practicable thereafter). If we are unable to do so, we shall forward you an invoice in that amount, which will be payable no later than 14 days of the date of that invoice;
5. Farm Carbon Toolkit shall not have any obligation to repay any charges paid by you;
6. we shall deliver to you all Deliverables completed up to the date of termination, subject to payment of all outstanding amounts;
7. we will make the Customer Data available to you for seven days. Thereafter, we will securely erase the Customer Data; and
8. notwithstanding any other provision, all Fees payable by you to Farm Carbon Toolkit under this Agreement or the relevant Service Section will become due and payable immediately. This clause is without prejudice to any right by Farm Carbon Toolkit to claim for interest or any other right under this Agreement.

5. Termination of this Agreement and/or any Service Section will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of a breach of this Agreement and/or any Service Section which existed at, or before, the effective date of termination.
6. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement, including but not limited to Confidentiality, Intellectual Property Rights, Indemnities, and Liability, shall remain in full force and effect.

10. FORCE MAJEURE

1. Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances which could not reasonably be contemplated at the time of entering into this Agreement and which are beyond the parties’ reasonable control (including without limitation, acts of God, strikes, lock-outs or other industrial disputes (involving the workforce of Farm Carbon Toolkit or of a third party), failure of a utility service or transport network, war, national emergency, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, prohibitions or measures of any kind on the part of any governmental, parliamentary, regional or local authority, epidemic, pandemic, accident, fire, flood, storm, unavailability or shortages of goods, materials, fuel, part-machinery, or transportation; power failure or breakdown in machinery;  or default of suppliers or sub-contractors) (a “Force Majeure Event”).
2. Each of the parties agrees to give notice to the other as soon as they become aware of a Force Majeure Event. This notice will contain the relevant details of the circumstances giving rise to the Force Majeure Event. Both parties shall use reasonable endeavours to mitigate the effects of the Force Majeure Event.
3. If a Force Majeure Event under this clause 10 continues for a period of 30 days or more, the unaffected party may terminate this Agreement immediately upon providing the other party with written notice.

11. NON-SOLICITATION

1. During the term of this Agreement and for a period of 12 months from the date of termination, you shall not (except with the prior written consent of Farm Carbon Toolkit) directly or indirectly solicit or entice away (or attempt to solicit or entice away) any officer, employee, worker or independent contractor of Farm Carbon Toolkit. You acknowledge and agree that the restrictions detailed in this clause 11.1 are reasonable and any failure to adhere to these restrictions will fundamentally undermine Farm Carbon Toolkit’s business model.
2. You shall not be in breach of clause 11.1 as a result of running a national advertising campaign open to all applicants and not specifically targeted at any of the staff of Farm Carbon Toolkit.
3. If you commit a breach of clause 11.1, you will, without prejudice to any other rights or remedies of Farm Carbon Toolkit, on demand, pay to Farm Carbon Toolkit a sum equal to one year’s basic salary or the annual fee that was payable by Farm Carbon Toolkit to that employee, worker or independent contractor, plus the recruitment costs incurred by Farm Carbon Toolkit in replacing such person.

12. DISPUTE RESOLUTION

1. If there is a disagreement or dissatisfaction with the quality of the work delivered or the conduct of our employees or any of our contractors, please contact us at the earliest possible opportunity so that we can work with you to resolve matters. If the matter cannot be resolved with the relevant Project Manager, please contact the Farm Carbon Toolkit Chief Executive Officer or as a final resort, the Chair of the Board of Directors. We will endeavour to respond within five Business Days and we will work to find a satisfactory resolution.
2. In the event of a dispute, both parties agree to first attempt to resolve the issue through good faith negotiations. If the dispute remains unresolved, the parties may agree to attempt mediation before any legal proceedings are initiated. Where mediation is mutually agreed by the parties, it will be conducted by a neutral third party, with costs shared equally. This clause applies without prejudice to clause 13.11 and either party may bring an action through the courts (by way of an interim application or otherwise) at any time.

13. MISCELLANEOUS

1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Please note that any earlier documents you may have received do not form part of this Agreement and, whilst we provide them in good faith, they are not binding upon us. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
2. It may be necessary for us to update this Agreement and its terms from time to time, we reserve the right at any time to modify this Agreement upon providing you with at least 30 days’ prior written notice. After this 30 day period, you will be deemed to have accepted the changes, and they will be deemed to be incorporated into this Agreement.
3. Subject to clause 13.2, no variation of this Agreement will be effective unless it is in writing and signed by both parties.
4. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
5. You shall not, without the prior written consent of Farm Carbon Toolkit, assign, transfer, charge, sub-contract (nor sub-license the use (in whole or in part) of the Software without our prior consent) or deal in any other manner with all or any of your rights or obligations under this Agreement. Farm Carbon Toolkit may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Should we assign this Agreement, we will give you notification of this as early as reasonably practicable in advance of the proposed assignment or as soon as possible after the assignment has taken place.
6. All notices under this Agreement must be in writing. You agree that such communications and information may be transmitted electronically. If you wish to write to us in hard copy, you may address your letter to the registered office address given at the top of these Terms and Conditions. For the purpose of this Agreement, each party may deem that it has received a letter seven days after the date that it has been posted. Either party may send notices electronically (e.g. to any address or email account, that you have provided to us in creating your account) and it will be deemed to be received at 9am on the first Business Day following the date on which a party sends a message electronically (whether via email, some other messaging system or via a notification to your account). Serving notice by email will not be accepted as an effective method of providing notice of a claim under this Agreement.
7. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
8. Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between the parties, make a party the agent of the other party or authorise a party to make or enter into any commitments for or on behalf of the other party.
9. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
10. This Agreement and any SOW may be signed in counterparts. Each signed copy of a document will be deemed to be an original, but all signed copies, when taken together, will constitute one and the same agreement.
11. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

SECTION B: DEFINITIONS SCHEDULE

1. DEFINITIONS

1. In this Agreement, the following definitions apply:

SECTION C: SOFTWARE ACCESS TERMS

1. SCOPE, TERM AND TERMINATION

1. This Section C will solely apply to your access and use of the Farm Carbon Toolkit Software.
2. Your right to use the Software shall commence upon you logging into the Software for the first time (following your acceptance of this Agreement in accordance with clause 1.1 of Section A (General Terms)). You are granted a non-exclusive, non-transferrable, non-sublicensable, revocable licence in the United Kingdom to access the Software for your reasonable personal use (“Software Licence”). This licence is provided on a royalty-free basis to all users, unless you are a representative of a Professional, in which case, Software licence Fees will apply (as per clause 6 below, in additional to any applicable SOW).
3. The Software Licence will continue indefinitely until:

1. this Agreement is terminated in accordance with its terms (however arising);
2. you terminate the Software Licence (without the need for written notice and with immediate effect) by following the steps provided to terminate your account within the Software;
3. we terminate the Software Licence for convenience in the event that you make no use of the Services for a period of six months. After a period of seven days from giving you notice of our termination of the Agreement under this clause, we may erase all Customer Data that we hold. Should we give notice of termination in the event of the cessation of your use of the Services, at our discretion we may offer you the chance to archive the Customer Data and suspend your account on an ongoing basis subject to your payment of a recurring fee that we shall quote when making that offer. If you choose to accept that offer, as long as you keep paying the fee when it is due, we will keep the Customer Data archived and ready to re-deploy when required. We will, however, permanently erase the Customer Data within 14 days of your failure to pay the fees when they are due for payment; and
4. we terminate the Software Licence for convenience at any time. We shall endeavour to provide as much notice of termination as may be practicable in the circumstances. Where we exercise this right, we shall not be liable for any loss or damage that you suffer as a result of our termination of the Software Licence.

2. ACCESS AND USE

1. For the duration of the Software Licence, you may gain access to the Server via the Internet using an internet browser that matches or exceeds any minimum specification that we provide from time to time.
2. You acknowledge that you are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to the Software and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet. We exclude all liability for problems caused by the interaction between the Software and any hardware, systems, networks or data.
3. You undertake to adhere to our security procedures at all times when accessing the Software and the Server. You acknowledge and agree that we may revise our security procedures from time to time and, when we do, we will alert you to the changes we have made as soon as practicable.
4. You are responsible for maintaining the confidentiality of your login details to access the Software, including usernames and passwords. You must not share your login credentials with others or permit others to access your account. Any actions or activities performed through your account will be deemed to have been undertaken by you. We reserve the right to suspend or terminate your Software Licence if we determine that your account has been compromised or used in violation of this Agreement.
5. Should you become aware or suspect that an unauthorised person has obtained or has attempted to obtain access to the Software or any data processed and accessed by the Software, whether stored on the Server or elsewhere, you must notify us immediately. In particular, we will need to know the circumstances in which the security breach was made or suspected and where such access was gained through the fraudulent use of an existing account(s).
6. You will not:

1. copy the Software or any underlying source code;
2. rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
3. make alterations to, or modifications of, the whole or any part of the Software, or permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
4. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, display, transmit, or distribute all or any portion of the Software in any form or media or by any means;
5. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
6. access all or any part of the Software or any Farm Carbon Toolkit documentation, content or materials in order to build a product or service which competes with the Software;
7. attempt to obtain access to, use or interfere with any software, programs or data that belongs to us or any third party (including any other user of the Software) that is stored on the Server, other than the access to, and use of, the Software as specifically permitted under this Agreement;
8. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software or any Farm Carbon Toolkit documentation, content or materials available to any third party; or
9. modify, merge or combine the whole or any part of the Software with any other software or documentation.

7. You must:

1. not use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including 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; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices, into the Software or any operating system;
2. respect the confidential and proprietary nature of the Software;
3. limit administrative access to the Software in relation to any business or organisation that you work for to employees, agents and/or sub-contractors who either have a need to know or who are engaged in the use of the Software;
4. not infringe Farm Carbon Toolkit’s Intellectual Property Rights or those of any third party in relation to your use of the Software;
5. not use the Services or the Software for any illegal, misleading or unethical purpose or otherwise in any manner which may be detrimental to the reputation of Farm Carbon Toolkit;
6. reproduce our copyright and trade mark notices on any copy of the Deliverables (including, for the avoidance of doubt, Carbon Footprint Data) that you make in accordance with this Agreement. For the avoidance of doubt the provisions of this clause 2.7.6 shall apply to white labelled Deliverables which must clearly present the wording ‘Powered by Farm Carbon Calculator’, so that it is visible at all times (and may not be removed without Farm Carbon Toolkit’s prior written consent);
7. not use the Software in a way that could damage, disable, overburden, impair or compromise Farm Carbon Toolkit’s systems or security or interfere with other users; and
8. not collect or harvest any information or data from any Service or Farm Carbon Toolkit’s systems or attempt to decipher any transmissions to or from the servers running the Software.

8. You agree to indemnify and hold harmless Farm Carbon Toolkit and its Affiliates, officers, employees, consultants, agents and sub-contractors, on demand, against all actions, proceedings, claims, demands, damages and costs (including legal costs on a full indemnity basis) losses and liabilities against all occasioned to or incurred by us as a result of any breach of clauses 2.6 and/or 2.7.

3. SOFTWARE IP INFRINGEMENT CLAIMS

1. You agree to notify us as soon as possible should you become aware that any third party is infringing our Intellectual Property Rights in the Software, whether that infringement arises from the unauthorised use, copying, distribution of the Software or any other act.
2. We warrant that we are entitled to grant the Software Licence to you and that the use by you of the Software in accordance with this Agreement will not give rise to an infringement of any third party Intellectual Property Rights (“Infringement”).
3. Subject to clauses 3.4 and 3.5 below, we will indemnify and hold you harmless against any action, liability, cost or expense (including legal costs and expenses) to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Software by you constitutes an Infringement, provided that you:

1. use your best efforts to mitigate such losses, costs, liabilities and expenses;
2. give us written notice of the Infringement promptly upon your receipt of any relevant claim;
3. give us the sole conduct of the defence to any claim or action in respect of an Infringement and do not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon our express instructions; and
4. act in accordance with our reasonable instructions and give us whatever assistance as we might require in respect of the conduct of the defence to the allegation of infringement, such as the preparation of evidence and other documents required as part of the court process.

4. In the event of an Infringement, at our expense and in our discretion, we may:

1. procure the right for you to continue using the Software;
2. make such alterations modifications or adjustments to the Software so that it becomes non-infringing without incurring a material diminution in performance or function; or
3. replace the Software with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.

5. We will not be liable to you in respect of an Infringement that results from any breach by you of your obligations under this Agreement.
6. Your sole remedy in respect of our breach of the warranty given at clause 3.2 above shall be as set out in clause 3.4 above, together with the indemnity given at clause 3.3 above.

4. SOFTWARE DISCLAIMERS

1. We will not be responsible for the diagnosis and/or rectification of any fault in the Software resulting from:

1. improper use or operation of the Software, or your failure to operate the Software or to deploy the Services in a manner consistent with our directions;
2. the use of the Software in any manner that is inconsistent with the proper use and operation of the Software for processing data created by you (or Clients) (or such other purposes specified on our Website from time to time), including using the Software for any purpose for which it was not designed;
3. the use of a browser that does not meet (where applicable) the minimum specification that we provide from time to time; or
4. the quality, accuracy, correctness, appropriateness or other characteristics relating to the integrity of the data stored or processed by the Software.

2. You are solely responsible for all content and data to be processed by the Software and you will control the processing and use of that content and data. We will not be responsible for any fault or error in any such content or data.
3. The Software is provided on an “as is” and an “as available” basis. We do not warrant that use of the Software or the Services will be uninterrupted or error-free. You hereby acknowledge and agree that any errors that occur or bugs that you find shall not constitute a breach of this Agreement. You also acknowledge and agree that we shall not be responsible to correct any such errors or bugs.
4. We do not warrant that the Software is suitable for the purposes that you intend to use it for, even if you have informed us as to what your intentions may be. It is up to you to satisfy yourself that the Software meets your requirements and is compatible with your systems.

5. SOFTWARE DOWNTIME

1. We will use reasonable endeavours to keep Server downtime to a minimum, but we give no warranties about this. From time to time we will carry out maintenance on our Software (including the Server) and this may involve taking Software down for a short period of time. We will aim to give you at least three days’ notice of any planned interruptions, but we reserve the right to make interruptions on shorter notice in order to fix urgent, significant problems.

6. PROFESSIONAL ACCESS

1. In the event that the Services include Professional Access, the terms of this clause 6 shall apply.
2. Professional Access will be, at all times, subject to you maintaining your own personal Professional Accreditation. For the avoidance of doubt, your Professional Access will automatically expire upon the expiry of your Professional Accreditation and Farm Carbon Toolkit shall not be liable for any loss of data, business, opportunity, or access arising from such expiry or suspension.
3. Professional Access accounts are personal, non-transferable and must not be shared with uncertified colleagues or any third party. It is your responsibility to ensure that your training and certification remain valid and in-date.
4. Where you are a Professional, you will be permitted to upload your clients’ Customer Data to the Software on such clients’ behalf. You warrant that you have obtained (and will maintain) the express permission of the relevant client to share and process their Customer Data with us.
5. In consideration of your Professional Access and our supply of the Services, you will pay us a Fee calculated in arrears based on the number of Carbon Footprint Data reports generated within the Software. The relevant Fees per report will be notified to you from time to time and the Fees may change during the term of this Agreement. We will invoice the Fees for the Professional Access quarterly in arrears and payment of these Fees shall be subject at all times to the terms contained within Section A, clause 4 (Fees and Payment).

7. FARM CARBON TOOLKIT TRAINING

1. In the event that you wish to complete either Professional Accreditation offered by Farm Carbon Toolkit or any other training offered by Farm Carbon Toolkit, the terms contained within Section E of this Agreement (Training) shall apply.

SECTION D: PROJECT TERMS

1. SCOPE, TERM AND TERMINATION

1. This Section D will solely apply to any professional services, consultancy services and project related support that we provide to you from time to time.
2. The Consultancy Services shall commence on the date specified in an SOW and shall continue until the completion of the Consultancy Services or such other date specified in the SOW.

2. CONSULTANCY SERVICES STANDARDS AND WARRANTIES

1. We endeavour to deliver against the objectives, activities, outputs and budget that are detailed in an SOW (and any documented referred to in an SOW) and within a period that is agreed by both parties in advance. Further details on the scope of work can be provided, as required and we encourage you to ask for clarifications, to ensure the scope of work is clearly understood.
2. You warrant that you have, and will maintain, all licences and consents necessary for us to provide the Consultancy Services to you.
3. The parties shall agree in writing (including email) the time and place (if not specified in the SOW) when the Consultancy Services shall be performed, subject to the availability of our representatives.
4. Any specific Deliverables that will be created as part of the Consultancy Services must be listed in an SOW (and such Deliverables will not be deemed to be the Carbon Footprint Data).
5. If you reasonably believe that the Deliverables do not meet the standards specified in the applicable SOW, you must notify Farm Carbon Toolkit no later than 10 days after being provided with the affected Deliverable. Upon expiration of this 10 day period, the Deliverables shall be deemed to be accepted in full.
6. If you provide us with notice that a Deliverable is not up to standard, in accordance with clause 2.5, we shall review the affected Deliverables and your complaint as soon as reasonably practicable. In the event that we mutually agree that any such Deliverables do not meet the standards specified in the applicable SOW, we will, at our discretion, promptly remedy any deficiencies within a reasonable timeframe and without additional cost to you. Where the deficiencies in the Deliverables cannot be remedied, we will provide you with a pro rata refund of the Fees relating to the affected Deliverables only. Any remedies that we provide under this clause will be the sole and exclusive remedy available to the Client.
7. We will not be required to provide any remedies under clause 2.3 where:

1. there are defects or issues arising from third-party data or Customer Data provided by you; or
2. there is any misuse or alteration of the Deliverables by you, or any third parties, without our consent.

3. CHANGES

1. Any changes to the Deliverables, timelines, or scope of the Consultancy Services must be mutually agreed upon in writing and may result in an adjustment to Fees or timeframes. In cases where additional work is identified during a project, a formal change request will be issued and the mutual agreement of the parties will be required before any additional work is commenced.

SECTION E: TRAINING

1. GENERAL

1. You agree that this Section E applies where you elect to undertake any training provided by Farm Carbon Toolkit. This may be online training, webinar, workshop, or other digital training programme provided (“Online Training”), or face-to-face or on-site training session delivered by Farm Carbon Toolkit (“In-Person Training”). By registering for any Online Training or In-Person Training, you will be deemed to have accepted the terms of this Section E.
2. Farm Carbon Toolkit may provide details of the applicable training (including its content, applicable Fees, format, duration of access, assessment requirements, accreditation periods, and any pre‑requisites) on the Farm Carbon Toolkit website (“Training Specification”).
3. Farm Carbon Toolkit may, at our discretion apply Fees for training. You agree that, where Fees apply, access to any training will only be granted once full payment has been received.
4. You agree to behave professionally and respectfully during all Online Training and In-Person Training. Farm Carbon Toolkit reserves the right to remove, exclude or refuse participation (without refund) where your conduct is disruptive, abusive, unsafe, unlawful, or otherwise inappropriate.
5. You may not record, screenshot or otherwise capture any Online Training or In‑Person Training without the express written consent of Farm Carbon Toolkit.

2. ONLINE TRAINING

1. Following successful registration for Online Training, Farm Carbon Toolkit will issue you with the relevant access link, login credentials, or digital materials (as applicable) to enable you to participate in the Online Training.
2. You are solely responsible for maintaining the confidentiality and security of any access credentials provided. Farm Carbon Toolkit will not be liable for any misuse of access credentials or unauthorised participation by third parties.
3. You acknowledge and agree that you may be required to configure your systems or download necessary software to access the Online Training. Farm Carbon Toolkit will not be liable for any technical difficulties arising from incompatibility with your systems, inadequate connectivity or failure to meet any minimum technical requirements specified in the Training Specification.

3. IN-PERSON TRAINING

1. We shall provide you with the date, time, format, and venue for In-Person Training, this will be set out in the Training Specification or as otherwise agreed in writing.
2. You shall be responsible for ensuring you arrive promptly and prepared, and Farm Carbon Toolkit will not be liable for any missed content, disruption or inability to participate arising from late arrival, travel delays or failure to comply with the requirements of this clause.
3. When attending In-Person Training you must:

1. comply with all health and safety rules, site-access rules, safeguarding requirements, and any other applicable policies notified to you in advance or on arrival at the venue; and
2. follow all reasonable instructions issued by Farm Carbon Toolkit staff, venue staff, or any host organisation at all times.

4. You will be responsible for arranging your own travel, accommodation and any necessary insurance for attendance at In-Person Training.
5. Farm Carbon Toolkit reserves the right to refuse entry or require any attendee to leave the premises where their behaviour, condition or non-compliance (including failure to follow safety instructions) presents, in its reasonable opinion, a risk to themselves, the trainer, other participants and/or the venue.

4. CANCELLATIONS, SUBSTITUTIONS AND REFUNDS

1. You acknowledge and agree that all Fees for Online Training and In-Person Training are non-refundable. Notwithstanding the preceding, we may at our discretion, transfer the value of the booking to another Online Training session or and In-Person Training session, provided that you notify us in writing at least 14 days before the scheduled start date and a suitable alternative session is available.
2. You may request a substitute participant to attend Online Training or In-Person Training in your place, provided that the substitute meets any pre-requisites and provided that you notify us at least seven days prior to the start date, and we confirm our approval in writing (at our sole discretion).

5. AMENDMENTS, POSTPONEMENTS AND CANCELLATIONS BY FARM CARBON TOOLKIT

1. Farm Carbon Toolkit may amend the content, timing, platform, venue, trainers or other aspects of any Training where reasonably required for operational, technical or safety reasons.
2. Farm Carbon Toolkit may cancel or postpone any scheduled Training where insufficient bookings have been received, the trainer becomes unavailable, severe weather or venue issues arise, or other circumstances outside our control affect delivery.
3. Where Farm Carbon Toolkit cancels any training and you have already paid the relevant Fees, you will be entitled to a full refund or a transfer of your booking to a suitable alternative session (if available). Farm Carbon Toolkit will not be liable for any additional costs or losses incurred, including travel or accommodation for In‑Person Training.

6. USAGE RIGHTS AND INTELLECTUAL PROPERTY

1. All Intellectual Property Rights in the Deliverables in any training content, materials, presentations, recordings, workbooks, assessments or other items (“Training Materials”) shall remain the exclusive property of Farm Carbon Toolkit or its licensors.
2. Training Materials are provided for your personal learning or internal training purposes only and you may not be copied, reproduced, distributed, uploaded, modified, or used to create competing services without our written permission.

7. DISCLAIMER

1. Training and Training Materials are provided for educational purposes only and are not a substitute for tailored professional advice.
2. Farm Carbon Toolkit does not guarantee specific outcomes, business results or carbon audit results following completion of any Training.
3. For the avoidance of doubt, Farm Carbon Toolkit will not be liable for technical issues preventing access to Online Training, or for travel, accommodation or ancillary costs relating to In‑Person Training.

8. LIABILITY

1. Farm Carbon Toolkit’s liability in connection with Training will be subject to, and limited in accordance with, Section A (General Terms), including clause 8 (Liability).