Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Customer", "you", or "your") and Noissime Ltd ("Noissime", "we", "us", or "our"), a company registered in England and Wales, governing your access to and use of the Noissime Carbon Intelligence Platform, website, and related services (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

1. Acceptance of Terms

By creating an account, accessing, or using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you must not access or use the Services.

We reserve the right to refuse service to anyone for any reason at any time, subject to applicable law.

2. Service Description

Noissime provides a cloud-based Carbon Intelligence Platform that enables organisations to:

• Collect, calculate, and track greenhouse gas emissions across Scope 1, 2, and 3 categories.
• Utilise AI-powered tools for natural language data input, document intelligence, and emission factor matching.
• Manage supplier engagement campaigns for Scope 3 data collection.
• Generate compliance-ready reports aligned with major reporting frameworks including CSRD/ESRS, SBTi, GHG Protocol, CDP, TCFD, and GRI.
• Set and monitor science-based emissions reduction targets.
• Access analytics, benchmarks, and insights related to organisational carbon performance.

The specific features and functionality available to you depend on your subscription plan. Feature availability is described on our Pricing page and may be updated from time to time.

3. User Accounts

3.1 Account Registration

To access the Services, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the accuracy of your account information and for updating it promptly if it changes.

3.2 Account Security

You are responsible for safeguarding the credentials used to access your account and for any activity that occurs under your account. You must immediately notify Noissime of any unauthorised use of your account or any other breach of security. Noissime will not be liable for any loss or damage arising from your failure to secure your account.

3.3 Organisational Accounts

If you create an account on behalf of an organisation, the organisation is the account owner. Account administrators may manage users, permissions, and data within the organisational account. Individual users within an organisational account are subject to both these Terms and any internal policies established by the organisation.

4. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services in any way that violates applicable local, national, or international laws or regulations.
• Attempt to gain unauthorised access to, interfere with, damage, or disrupt any part of the Services, the servers on which the Services are hosted, or any connected systems or databases.
• Use the Services to transmit viruses, malware, or any other harmful or malicious code.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services.
• Use the Services to process data on behalf of third parties without Noissime's prior written consent, unless you are a consulting or advisory firm using the Services to service your clients under a Professional or Enterprise plan.
• Use automated tools (bots, scrapers, crawlers) to access the Services except through our published APIs and in compliance with our API usage policies.
• Resell, sublicence, or redistribute the Services or any part thereof without prior written consent from Noissime.
• Upload or submit knowingly false, misleading, or fraudulent emissions data with the intent to deceive stakeholders or regulatory bodies.

5. Payment Terms

5.1 Subscription Plans

The Services are offered under various subscription plans as described on our Pricing page. Free tier accounts are subject to usage limits and feature restrictions as specified. Paid subscription plans are billed either monthly or annually, as selected at the time of purchase.

5.2 Pricing and Billing

All prices are quoted in British Pounds Sterling (GBP) and are exclusive of applicable taxes (including VAT), unless stated otherwise. Subscription fees are billed in advance at the beginning of each billing period. We accept payment by credit card, debit card, and direct debit. Enterprise customers may request invoicing with net-30 payment terms, subject to credit approval.

5.3 Price Changes

Noissime reserves the right to modify pricing at any time. For existing customers on paid plans, price changes will take effect at the start of the next billing cycle following at least 30 days' written notice. Annual subscribers will be notified of price changes at least 60 days before their renewal date.

5.4 Refunds

Subscription fees are non-refundable except where required by applicable law. If you cancel your subscription, you will retain access to the Services until the end of your current billing period. No pro-rata refunds are issued for unused portions of a billing period.

5.5 Late Payment

If payment is not received when due, we reserve the right to suspend access to the Services after providing 14 days' written notice. Unpaid amounts may accrue interest at the rate of 2% per month or the maximum rate permitted by law, whichever is lower.

6. Intellectual Property

6.1 Noissime's Intellectual Property

The Services, including all software, algorithms, models, designs, documentation, trademarks, trade names, and other intellectual property, are owned by Noissime or its licensors and are protected by copyright, trademark, and other intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes during the term of your subscription.

6.2 Your Data

You retain all ownership rights in the data, documents, and content you upload to or create within the Services ("Your Data"). By using the Services, you grant Noissime a limited licence to process, store, and display Your Data solely for the purpose of providing the Services to you. We do not claim ownership of Your Data.

6.3 Aggregated Data

Noissime may use anonymised and aggregated data derived from Your Data to improve the Services, develop new features, generate industry benchmarks, and conduct research. Such aggregated data will not identify you or your organisation.

6.4 Feedback

If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant Noissime an unrestricted, irrevocable, perpetual, royalty-free licence to use, modify, and incorporate such Feedback into the Services without obligation to you.

7. Limitation of Liability

7.1 Disclaimer of Warranties

The Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Noissime does not warrant that the Services will be uninterrupted, error-free, or completely secure.

7.2 Emissions Calculations

While Noissime uses commercially reasonable efforts to ensure the accuracy of emission factors and calculations, the results produced by the Services are based on the data and inputs provided by you. Noissime does not guarantee the accuracy, completeness, or regulatory acceptance of any emissions calculation or compliance report generated by the platform. You are responsible for reviewing and validating all outputs before submitting them to regulators, auditors, or other stakeholders.

7.3 Limitation

To the maximum extent permitted by applicable law, in no event shall Noissime, its directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities arising out of or related to your use of or inability to use the Services, regardless of the cause of action or theory of liability, even if Noissime has been advised of the possibility of such damages.

Noissime's total cumulative liability under these Terms shall not exceed the greater of (a) the total fees paid by you to Noissime in the 12 months preceding the event giving rise to the claim, or (b) one hundred pounds sterling (£100).

7.4 Exceptions

Nothing in these Terms excludes or limits liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be excluded or limited under applicable law.

8. Termination

8.1 Termination by You

You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation takes effect at the end of the current billing period. Upon cancellation, you have a 30-day export period during which you may download your data. After this period, your data will be permanently deleted in accordance with our data retention policy.

8.2 Termination by Noissime

Noissime may suspend or terminate your access to the Services immediately, with or without notice, if:

• You breach any provision of these Terms.
• Your payment is overdue by more than 30 days.
• Your use of the Services poses a security risk to us or any third party.
• We are required to do so by law or regulatory authority.

Where practicable, we will provide reasonable notice before termination and an opportunity to remedy the breach.

8.3 Effect of Termination

Upon termination, your right to access and use the Services ceases immediately (or at the end of the billing period, if terminated by you). Sections of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property, limitation of liability, and governing law provisions.

9. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Any disputes arising out of or in connection with these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before initiating formal legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days.

10. Changes to These Terms

We may revise these Terms from time to time. When we make material changes, we will notify you by email or through a prominent notice within the Services at least 30 days before the changes take effect. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services and cancel your subscription.

Non-material changes, such as corrections of typographical errors or minor clarifications, may be made without prior notice.

11. General Provisions

11.1 Entire Agreement

These Terms, together with our Privacy Policy and any order forms or subscription agreements, constitute the entire agreement between you and Noissime regarding the Services and supersede all prior agreements and understandings, whether written or oral.

11.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

11.3 Waiver

The failure of Noissime to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

11.4 Assignment

You may not assign or transfer these Terms or your rights under them without the prior written consent of Noissime. Noissime may assign these Terms without restriction.

11.5 Force Majeure

Noissime shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications failures, or pandemics.

12. Contact Us

If you have any questions about these Terms, please contact us:

• Email: legal@noissime.com
• Post: Noissime Ltd, London, United Kingdom