Terms of Use

1. The Services

CarbonAI provides AI-powered ESG, sustainability and carbon market intelligence tools, including analytics, datasets, ratings, dashboards, APIs and research outputs. These features are provided without any commitment as to availability, performance or support. CarbonAI does not guarantee uninterrupted availability but will use commercially reasonable efforts to maintain service availability. We may add to, change, suspend or withdraw parts of the Services at any time.

2. Eligibility and Accounts

You may use the Services if you are legally able to enter into a binding contract. If you access the Services on behalf of an organisation, you confirm you have authority to bind that organisation to these Terms. The organisation entering into these Terms is the contracting customer for its access to the Services.

Authorised Users. Access to the Services under a paid subscription is for use by the specific natural persons designated by the customer (each an “Authorised User”). Each licence is for one Authorised User, and credentials may not be shared. The customer is responsible for ensuring that its Authorised Users comply with these Terms and is liable for their acts and omissions in connection with the Services as if they were the customer’s own.

Affiliates. Access under these Terms is for the contracting customer only. Access may only be extended to the customer’s Affiliates where expressly permitted in a signed order form. “Affiliate” means an entity that controls, is controlled by, or is under common control with the customer, where “control” means the direct or indirect ownership of more than 50% of the voting interests of an entity.

You are responsible for keeping your credentials secure and for all activity under your account.

CarbonAI reserves the right to suspend or revoke access rights in the case of misuse or security risk, in accordance with clause 15.

3. Licence

Subject to your ongoing compliance with these Terms, and where applicable, your payment of all fees when due, CarbonAI grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services during your subscription or trial period. Access is provided on an “as available” basis. Your licence ends automatically when your subscription ends or these Terms terminate. Your decision to use the Services is not contingent on the delivery of any future functionality or feature, or on any oral or written statement by CarbonAI about future functionality or features.

All rights not expressly granted to you under these Terms are reserved by CarbonAI and its licensors. No rights or licences are granted by implication, estoppel or otherwise, and nothing in these Terms grants you any right to access, use or exploit the Services or the CarbonAI IP except as expressly set out herein.

4. Acceptable Use

You agree not to:

1. (a)use the Services unlawfully or in breach of these Terms;
2. (b)copy, resell, sublicense or commercially exploit the Services, except as expressly permitted;
3. (c)not use the Services or outputs to train, fine-tune or improve any machine learning or AI models without CarbonAI’s prior written consent.
4. (d)reverse engineer, decompile or attempt to derive the source code, models, datasets or methodologies underlying the Services;
5. (e)access the Services other than through the interfaces we provide, or use scraping, bots or other automated extraction tools without our written consent;
6. (f)upload or generate content that is unlawful, harmful, defamatory, infringing, discriminatory or otherwise objectionable;
7. (g)upload malware or otherwise interfere with the Services or any user’s use of them; or
8. (h)use the Services to develop a Competing Product. A Competing Product means a commercial software product whose primary function is AI-driven ESG, sustainability or carbon-market analytics, ratings or research and which is offered to third parties as a substitute for the Services. For the avoidance of doubt, using the Services in the ordinary course of your own business, including for internal analysis, advisory work for clients, investment decisions, reporting, research and publications, is not a Competing Product.

If you become aware of any unauthorised access to or use of the Services, or any breach of these Terms by an Authorised User or other person, you must notify CarbonAI promptly and take reasonable steps to stop and remedy it.

You represent that you are not subject to applicable sanctions or export controls that would prohibit your use of the Services, and you will not use the Services in breach of any such laws. CarbonAI may suspend or terminate access where it reasonably believes continued provision would breach applicable sanctions or export control laws.

5. AI Outputs

Outputs generated by the Services are produced using AI and third-party data, may contain errors, omissions or biases, and are provided for information only. They are not legal, financial, investment, accounting, regulatory, environmental or other professional advice, and are not a substitute for independent verification. You are responsible for reviewing outputs and you acknowledge that any use of outputs is at your sole risk, and you assume full responsibility for any decisions, actions or omissions taken based on them.

6. Intellectual Property

All rights in the Services, including our software, models, methodologies, datasets, ratings frameworks, branding and trademarks (the “CarbonAI IP”), remain with CarbonAI or its licensors. No rights are granted other than those expressly set out in these Terms. You retain ownership of any content you submit to the Services, and grant CarbonAI a licence to use it as necessary to provide and operate the Services. Any feedback or suggestions you give us may be used freely by CarbonAI without restriction or compensation.

Use of Outputs. Subject to your compliance with these Terms and the restrictions set out below, as between you and CarbonAI you own the outputs generated in response to your prompts and may use them for lawful business purposes, including internal analysis, advisory work, client deliverables, reports and publications. You may not use outputs in a way that substitutes for access to the Services by non-authorised users. Where outputs are used externally, you should make clear that they are AI-generated and have been independently reviewed by you. This grant does not extend to the CarbonAI IP itself or to any underlying third-party material referenced in or used to generate outputs.

Restrictions on Outputs. The following restrictions apply to all outputs (including, where relevant, CarbonAI Ratings and Downloaded Reports as defined below), except as otherwise agreed in a signed order form or other written contract executed by authorised signatories of both parties:

1. (a)Internal distribution. Outputs may be shared with colleagues within your organisation on a targeted basis — for example, by email or in discussion documents addressed to specific individuals with a legitimate interest in the subject matter. Outputs may not be placed on widely accessible internal channels (such as company-wide intranets, open shared drives or general-distribution channels) or otherwise made routinely available to colleagues who are not authorised users of the Services. Outputs may not be loaded into any structured database, data warehouse, business intelligence tool or automated workflow that is accessed by, or distributes content to, persons who are not authorised users of the Services, without our prior written consent.
2. (b)External use of CarbonAI Ratings. Outputs may include CarbonAI’s proprietary ratings, scores, rankings or assessments (including country, project, issuer and risk ratings) (“CarbonAI Ratings”). CarbonAI Ratings may not be published, distributed or otherwise disclosed outside your organisation — including in marketing materials, public reports, regulatory filings, investor communications, indices, league tables or benchmarks — without our prior written consent. This restriction applies equally to CarbonAI Ratings in their original form and to any aggregated, summarised, averaged or otherwise derived form. Limited quotation of CarbonAI Ratings in confidential client deliverables is permitted provided CarbonAI is identified as the source and the quotation is accompanied by the following disclaimer (or a link to it): “Source: CarbonAI. CarbonAI Ratings represent CarbonAI’s opinions and are provided ‘as is’ without warranty. They are not investment advice, a recommendation or an offer to buy or sell any security or instrument, and should not be relied on without independent review.”
3. (c)Downloaded Reports. Reports purchased and downloaded through the Services (“Downloaded Reports”) are licensed to the individual user identified in the report header for that person’s use only. Downloaded Reports may not be shared with, forwarded to, or used by any other person, whether inside or outside your organisation, and the identifying information in the header must not be removed, obscured or altered. If another person needs access to a Downloaded Report, a separate copy must be issued to that person through the Services.

The Services generate responses to your prompts using both CarbonAI’s proprietary data and publicly available material. Intellectual property rights in third-party material remain with their owners. Outputs may inadvertently reproduce or reference copyrighted material, and CarbonAI does not transfer to you any rights in such material. You are responsible for ensuring that your use of outputs complies with applicable intellectual property laws. Where outputs incorporate or reference data from third-party providers subject to additional terms, you must comply with those terms to the extent we notify you of them.

If you become aware of any output that may infringe a third party’s rights, or if a rights-holder notifies us of suspected infringement, we may review and remove the relevant content without notice.

You acknowledge that breach of the restrictions in this clause may cause CarbonAI irreparable harm for which monetary damages would be an inadequate remedy, and that CarbonAI may seek injunctive or other equitable relief in addition to any other available remedies.

7. Confidentiality

Each party will keep confidential any non-public information received from the other in connection with the Services and will use it only as necessary to perform these Terms. This obligation does not apply to information that is public, already known to the recipient, independently developed, or lawfully obtained from a third party, or where disclosure is required by law.

Customer Data. For paid accounts, CarbonAI treats your prompts, queries and any data, documents or content you upload to the Services (“Customer Data”) as your confidential information. We will not disclose Customer Data to third parties, and we will not use Customer Data to train or improve our AI models, except (i) as necessary to provide the Services to you, (ii) with your prior written consent, or (iii) where required by law.

Usage Data. We may collect and use technical and usage information about how the Services are accessed and used — including log data, feature usage, session counts, token and API consumption, performance metrics and similar telemetry (“Usage Data”) — to operate, secure, support, analyse and improve the Services. Usage Data does not include the content of Customer Data.

8. Data Protection

CarbonAI and you will each comply with applicable data protection law. Our processing of personal data is described in our Privacy Policy. For paid customers, where CarbonAI processes personal data on your behalf as a processor in connection with the Services, our Data Processing Addendum (the “DPA”) is incorporated into these Terms and forms part of the agreement between us. You should not upload personal data to the Services beyond what is strictly necessary for your authorised use. CarbonAI maintains commercially reasonable technical and organisational security measures designed to protect Customer Data against unauthorised access, loss, misuse, alteration or disclosure, including appropriate access controls and monitoring. No system can be guaranteed completely secure.

CarbonAI will notify you without undue delay upon becoming aware of a personal data breach affecting Customer Data.

9. Fees

Where the Services are provided on a paid basis, fees are payable in accordance with the applicable order form or subscription terms. Subscriptions renew automatically unless cancelled in accordance with those terms. Fees are non-refundable except as required by law. We may suspend access if fees are overdue.

CarbonAI may revise fees, pricing structures or the scope of the Services on renewal of your subscription by providing at least thirty (30) days’ prior written notice. Updated fees will apply from the start of the next renewal term. If you do not agree to the revised fees, you may elect not to renew your subscription by providing notice in writing, before the revised fees take effect. In such case, your termination will take effect on the date the fee change becomes effective.

Credits. Parts of the Services may be accessed using pre-purchased credits. Credits are valid for the period stated at purchase and expire at the end of that period. Credits are not redeemable for cash, are non-transferable between accounts, and are non-refundable on expiry or termination. Where you hold multiple credit balances, credits with the earliest expiry are consumed first. We may change the price or scope of credits for future purchases, but credits already purchased retain the access rights stated at the time of purchase. Unused credits are forfeit on termination or suspension of your account for breach of these Terms.

10. Publicity

If you are a corporate customer, you agree that CarbonAI may identify you as a customer (using your name and logo) in customer lists, on our website and in similar marketing materials. We will not disclose your confidential information for marketing purposes without your prior written consent. You may withdraw your consent to be named at any time on reasonable notice.

11. Warranties

The Services are provided “as is” and “as available”. To the maximum extent permitted by law, CarbonAI gives no warranties or representations, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness or availability. Your use of the Services is at your own risk.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special or exemplary damages, or for loss of profits, revenue, anticipated savings, goodwill, business opportunity or data, however arising.

CarbonAI’s total aggregate liability under or in connection with these Terms in any 12-month period will not exceed the fees paid by you for the Services in that period (or, if no fees have been paid, GBP 100). CarbonAI will not be liable for use of outputs except as expressly stated in these Terms.

Subject to the following sentence, each party’s total aggregate liability for breach of its obligations under applicable data protection laws in any 12-month period will not exceed an amount equal to twice the fees paid by you for the Services in that period. Nothing in these Terms limits either party’s liability for (i) breach of its confidentiality obligations, (ii) infringement of the other party’s intellectual property rights, (iii) fraud, fraudulent misrepresentation or wilful misconduct, or (iv) any liability that cannot be limited or excluded under applicable law.

13. Indemnity

You will indemnify CarbonAI and its affiliates against claims, losses and reasonable costs (including legal fees) arising from (a) your content or data, (b) your breach of these Terms, or (c) your unlawful use of the Services.

CarbonAI will indemnify you against third-party claims that your authorised use of the Services in accordance with these Terms infringes that third party’s intellectual property rights and will pay damages and reasonable costs (including reasonable legal fees) finally awarded against you by a court of competent jurisdiction or agreed by CarbonAI in settlement. You acknowledge that outputs may include third-party content and CarbonAI does not provide indemnity for such content. Accordingly, this indemnity does not apply to claims arising from or relating to: (a) outputs generated by the Services, or your use of those outputs (including any external distribution or use beyond what is permitted under these Terms); (b) your content, data or instructions, or any combination of the Services with content, data, software or other materials not provided by CarbonAI; (c) modifications to the Services not made by CarbonAI; (d) use of the Services in breach of these Terms or applicable law; or (e) third-party data or materials referenced in, or used to generate, outputs.

To benefit from this indemnity, you must promptly notify CarbonAI of the claim, give CarbonAI sole control of the defence and settlement (provided that CarbonAI will not settle in a way that imposes a non-monetary obligation on you without your consent, not to be unreasonably withheld), and provide reasonable cooperation at CarbonAI’s cost. CarbonAI may, at its option, procure the right for you to continue using the affected element of the Services, modify or replace it so that it is no longer infringing, or, if neither is commercially reasonable, terminate the affected Services and refund pre-paid fees on a pro rata basis. This is your sole and exclusive remedy for any third-party intellectual property infringement claim relating to the Services.

14. Compliance

Where you are a paid customer, CarbonAI may, on reasonable written request and no more than once in any 12-month period, request: (a) a written certification by a senior officer that you are in compliance with these Terms; and (b) extracts from your usage logs and records reasonably necessary to verify compliance with the restrictions on use of outputs and CarbonAI Ratings. Where CarbonAI has reasonable, credible and specific grounds to suspect a material breach of those restrictions, CarbonAI may additionally conduct a targeted review of records and systems strictly relevant to the suspected breach, on at least thirty (30) days’ prior written notice, during normal business hours, scoped to the suspected matter, subject to appropriate confidentiality and security obligations and any reasonable access and security requirements you specify.

CarbonAI bears its own costs, and you bear the reasonable costs of cooperation only where a material breach is confirmed. CarbonAI will not access your personal data or other confidential information that is not relevant to the suspected breach and will not access the data or systems of your own customers or counterparties.

15. Term and Termination

These Terms apply for as long as you use the Services. For paid accounts, specific terms relating to duration, renewal and termination are set out in the applicable order document, which prevails over this clause to the extent of any conflict. Free and trial accounts may be terminated by CarbonAI at any time and for any reason.

You may stop using the Services at any time.

CarbonAI may suspend, limit or disable your access to the Services (in whole or in part), without liability, immediately and without prior notice where CarbonAI reasonably determines that:

1. (a)there is unauthorised access to, or use of, your account or the Services;
2. (b)your use of the Services poses a security risk, may interfere with the proper functioning of the Services, or could adversely impact CarbonAI, its systems, or other users;
3. (c)you or any Authorised User have breached these Terms or are using the Services in a manner that is inconsistent with their intended purpose;
4. (d)suspension is necessary to prevent fraud, abuse, or protect the integrity of the Services; or
5. (e)suspension is required by law or regulatory authority.

CarbonAI will use commercially reasonable efforts to notify you of any such suspension and, where appropriate, provide guidance on steps required to restore access. CarbonAI may continue the suspension until the issue has been resolved to its reasonable satisfaction.

Either party may terminate immediately for insolvency or unremedied non-payment.

On termination, your right to use the Services ends and we may delete your data in accordance with our standard retention practices. You should retain copies of any data you wish to keep. Clauses 5 to 8, 11 to 14, and 17, and any other provision which by its nature should survive, will survive termination.

16. Changes to the Terms

We may update these Terms from time to time. We will notify you of material changes by email to the address registered with your account, with at least thirty (30) days’ notice where the change(s) adversely affect you. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree, you may terminate by notifying us in writing before the change takes effect. In such case, your termination will take effect on the date the change becomes effective.

17. General

Governing law. These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a corporate transaction.

Notices. Notices must be in writing and sent by email and are deemed received on the next business day.

Entire agreement. These Terms, together with any applicable order form, our Privacy Policy and (for paid customers, where applicable) our DPA, are the entire agreement between the parties on their subject matter. In the event of any conflict or inconsistency between the documents forming part of this agreement, the order of precedence will be: (a) the applicable order form or subscription agreement; (b) the DPA, where applicable; and (c) these Terms.

Severability. If any provision is held invalid or unenforceable, the remainder will continue in full force.

No waiver. A failure to enforce a provision is not a waiver of it.

Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.

No partnership. These Terms do not create any partnership, joint venture or agency between the parties.

Third party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999.

18. Contact

Questions about these Terms: support@carbonai.eco.