Verification: the green business sustainability verification to be provided by ethy to the Client as part of the Services, subject to clause 4.
Verification Criteria: ethy’s criteria, as detailed on the Website from time to time using the following weblink – ethy.co.uk/our-standards, which must be met by the Client before ethy awards the Client with the Verification, and may be subject to change in accordance with clause 4.
Verified Mark:any of ethy verified marks and logos, as detailed on the Website from time to time using the following link – https://ethy.co.uk/our-standards.
Annual Charge: the fixed annual fee payable by the Client to ethy based upon the Brand’s Gross Revenue, with further details of such calculation available using the following link - https://ethy.co.uk/brand-solutions/pricing.
Verification Period: has the meaning given to it under clause 4.2.
Brand:the Client’s brand to which the Servicesrelate to, as agreed by the parties in writing.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Client for the supply of the Services by ethy, being the Initial Charge and the Annual Charge.
Client Personal Data: the Client’s main contact’s name, email address, correspondence address, IP address and location provided by the Client and processed by ethy for the purpose of providing the Services or facilitating the Client's use of the Services.
Conditions: these terms and conditions for the supply of the Services by ethy to the Client, as set out in clause 1 (Interpretation) to clause 12 (General) (inclusive).
Contract: the contract between the Client and ethy for the supply of the Services in accordance with these Conditions.
Client Materials: all materials, equipment, drawings, specifications and data supplied by the Client to ethy.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Deliverables: all documents, products and materials developed by ethy or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including the Verification and any Verified Mark (as the case may be).
ethy: Scratch The Surface Ltd (Company No. 12443947), trading as ‘ethy’.
ethy IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Client Materials incorporated in them.
Force Majeure Event: means any circumstance not within a party's reasonable control including acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; and any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party).
Green Claims Code: the Competition and Market Authority’s green claims code, further details of which are available using the following link - www.gov.uk/government/publications/green-claims-code-making-environmental-claims.
Gross Revenue: the amount charged by the Client in respect of the Brand only to its customers for the provision of any goods and/or services, including any value added or other sales tax thereon included in the price.
Initial Charge: £195 plus VAT.
Initial Term: 24 months commencing from the Services Start Date.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks (including the Trade Mark) and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Minimum Term: 12 months commencing from the Services Start Date.
Renewal Period: the period described in clause 2.1.
Services: the green business sustainability assessment and verification services, with such assessment and verification based upon the Verification Criteria, and/or Brand promotional and marketing services, including any Deliverables, to be provided by ethy pursuant to the Contract.
Services Start Date: the day falling on the earlier of: (a) the date ethy receives the Client’s first payment in respect of the Charges; or (b) the Client accepting these Conditions.
Term: has the meaning given to it under clause 2.1.
Trade Mark: the UK registered trade mark of ‘ethy’, registered under trade mark number UK00003754377.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.