Terms of Service

Effective Date: [Insert Effective Date]

1. Introduction and Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the services provided by GreenCycle Innovations Ltd (“GreenCycle Innovations Ltd”, “we”, “us”, or “our”), whose registered business address is Unit 4, Riverside Business Park, 1 Dock Road, Chatham, Kent ME4 4SR, United Kingdom.

By requesting, accessing, purchasing, or using any of our services, including carbon footprint assessments, waste reduction planning, sustainable procurement consulting, energy efficiency audits, circular economy strategy, and ESG reporting support (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Services.

Where you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

2. Scope of Services

GreenCycle Innovations Ltd provides sustainability-focused advisory and consulting services, which may include, without limitation:

• Carbon footprint assessments and related emissions analysis;
• Waste reduction planning and operational improvement recommendations;
• Sustainable procurement consulting and supplier evaluation support;
• Energy efficiency audits and opportunity assessments;
• Circular economy strategy development;
• ESG reporting support, including drafting assistance, data organisation, and framework alignment.

Our Services are advisory in nature unless expressly agreed otherwise in writing. We do not guarantee that any specific sustainability, financial, operational, legal, regulatory, or commercial outcome will be achieved as a result of the Services.

Any deliverables, reports, recommendations, or assessments provided by us are based on the information available to us at the time and may be subject to assumptions, limitations, and exclusions disclosed in the relevant statement of work, proposal, or engagement letter.

3. User Obligations and Responsibilities

You agree to:

• provide complete, accurate, current, and lawful information necessary for us to deliver the Services;
• promptly notify us of any changes to information that may affect the Services;
• co-operate reasonably with our personnel and provide access to premises, records, systems, personnel, and documentation where required and agreed;
• ensure that any materials, data, content, or instructions supplied to us do not infringe the rights of third parties or violate applicable law;
• obtain any consents, permissions, or authorisations required for us to perform the Services, including access to relevant sites, data, and stakeholders;
• use any deliverables only for the purpose for which they were provided and in accordance with applicable law;
• not misuse our Services, interfere with our systems, or attempt to gain unauthorised access to any part of our operations or content.

You are solely responsible for implementing, managing, and monitoring any recommendations, strategies, or findings produced as part of the Services. Any decisions you make based on our advice remain your responsibility.

4. Payment Terms and Conditions

Unless otherwise agreed in writing, fees for the Services will be set out in our proposal, quotation, statement of work, or engagement letter. All fees are exclusive of applicable taxes, VAT, duties, and similar charges unless expressly stated otherwise.

• Invoices: Invoices will be issued in accordance with the agreed schedule or, if not specified, upon completion of milestones or monthly in arrears for ongoing Services.
• Payment Due Date: Unless otherwise stated, invoices are payable within 14 days of the invoice date.
• Late Payment: We reserve the right to charge interest on overdue amounts at the applicable statutory rate, plus reasonable debt recovery costs to the extent permitted by law.
• Expenses: Reasonable pre-approved expenses incurred in connection with the Services may be charged in addition to fees.
• Suspension: If payment is overdue, we may suspend performance of the Services until all outstanding sums are paid in full.

Where Services are provided on a retainer, fixed-fee, or project basis, the relevant commercial terms in the proposal or engagement letter will supplement these Terms and prevail in the event of any inconsistency, unless expressly stated otherwise.

5. Cancellation and Refund Policy

Any cancellation rights, notice periods, and refund arrangements will depend on the type of Service, the stage of delivery, and any written agreement between the parties.

• Client Cancellation: You may cancel a scheduled Service by giving us written notice. Cancellation fees may apply if we have already allocated resources, commenced work, or incurred costs.
• Project Work: For project-based engagements, fees for work already completed, committed expenses, and non-recoverable costs remain payable upon cancellation.
• Refunds: Unless otherwise required by applicable law or expressly agreed in writing, fees paid for Services already commenced or completed are non-refundable.
• Our Right to Cancel: We may cancel or suspend Services if you fail to provide necessary information, fail to pay amounts due, breach these Terms, or where continued performance would be unlawful or impracticable.

If a refund is approved by us in writing, it will be limited to the amount expressly agreed and may be subject to deduction of reasonable costs already incurred.

6. Liability Limitations

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Subject to the above, GreenCycle Innovations Ltd shall not be liable for:

• loss of profit, loss of revenue, loss of opportunity, loss of goodwill, or loss of business;
• indirect, consequential, special, or punitive damages;
• losses arising from inaccurate, incomplete, outdated, or misleading information provided by you or third parties;
• decisions, actions, or omissions taken by you or any third party based on our recommendations or deliverables;
• failures caused by third-party systems, data sources, consultants, suppliers, or service providers;
• any failure to achieve specific environmental, regulatory, financial, or operational outcomes.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Services, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall be limited to the total fees paid by you to GreenCycle Innovations Ltd for the specific Services giving rise to the claim during the 12 months preceding the event giving rise to liability, unless otherwise agreed in writing.

7. Intellectual Property Rights

All intellectual property rights in our pre-existing materials, methodologies, templates, tools, processes, software, know-how, reports, and proprietary frameworks remain the property of GreenCycle Innovations Ltd or our licensors.

Upon full payment of all applicable fees, you are granted a non-exclusive, non-transferable, non-sublicensable licence to use the final deliverables created specifically for you under the applicable engagement solely for your internal business purposes, unless otherwise stated in writing.

You must not:

• copy, adapt, reproduce, sell, sublicense, or distribute our proprietary materials except as permitted by these Terms or written agreement;
• remove proprietary notices or branding from deliverables where present;
• use our materials to create derivative commercial products or services without our prior written consent.

Any data, documents, or materials you supply to us remain your property or the property of your licensors. You grant us a limited licence to use such materials solely to the extent necessary to provide the Services.

8. Data Protection and Privacy

We will process personal data in accordance with applicable data protection laws and our privacy practices. Where we act as a data controller, we will collect and process personal data for legitimate business purposes, including service delivery, administration, communication, billing, and compliance.

Where we act as a data processor on your behalf, we will process personal data only in accordance with your lawful instructions and the agreed service scope, subject to any separate data processing agreement where required.

• You are responsible for ensuring that any personal data you provide to us is collected and shared lawfully.
• You must ensure that you have all necessary notices, consents, and lawful bases to disclose personal data to us.
• We will take reasonable technical and organisational measures to protect personal data against unauthorised access, loss, misuse, or disclosure.

For further details on how we handle personal data, please contact us using the details below. If a separate privacy notice applies, it should be read together with these Terms.

9. Force Majeure

We shall not be liable for any delay or failure to perform our obligations under these Terms where such delay or failure results from events beyond our reasonable control, including but not limited to:

• acts of God, flood, fire, storm, or natural disaster;
• war, terrorism, civil unrest, or governmental action;
• strikes, labour disputes, or industrial action;
• network failures, power outages, cyber incidents, or telecommunications disruptions;
• pandemics, epidemics, or public health emergencies;
• failure of third-party suppliers, systems, or data sources.

Where a force majeure event continues for a prolonged period, either party may discuss suspension or termination of the affected Services in good faith.

10. Changes to Terms

We may update or revise these Terms from time to time to reflect changes in our Services, business practices, or applicable law. Any updated Terms will be posted or otherwise communicated to you with a revised effective date.

Your continued use of the Services after the effective date of any updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Services and, where applicable, terminate the relevant engagement in accordance with the agreed cancellation provisions.

11. Applicable Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, their subject matter, or formation, except where applicable law requires otherwise.

12. Contact Information

If you have any questions about these Terms or wish to contact us regarding the Services, please use the following details:

• Company: GreenCycle Innovations Ltd
• Address: Unit 4, Riverside Business Park, 1 Dock Road, Chatham, Kent ME4 4SR, United Kingdom
• Email: [email protected]
• Phone: +44 1634 928 417

13. Severability Clause

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court or other competent authority, that provision shall be deemed modified to the minimum extent necessary to make it valid, lawful, and enforceable, or, if that is not possible, it shall be severed from these Terms.

The remaining provisions shall continue in full force and effect. Any failure or delay by us in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy.

GreenCycle Innovations Ltd thanks you for choosing our sustainability services and looks forward to supporting your environmental and operational objectives.