Terms and conditions for verified brands

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.

Website: ethy.co.uk.

1. either party gives to the other not less than one month’s written notice to terminate, expiring on the expiry of the Minimum Term;
2. either party notifies the other party of termination, in writing, at least one month before the end of the Initial Term or any Renewal Period, in which case this Contract shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
3. otherwise terminated in accordance with the provisions of these Conditions, and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.

1. perform the Services with reasonable care and skill;
2. use reasonable endeavours to assist the Brand in achieving the Verification;
3. ensure that the Deliverables are of satisfactory quality and are fit for purpose;
4. observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Client's premises and have been communicated to ethy, provided that the ethy shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
5. take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that ethy may destroy the Client Materials if the Client fails to collect the Client Materials within a reasonable period after termination of the Contract.

1. the expiry of the Verification Period if:
   1. the Client fails to submit for re-assessment to ethy in accordance with clause 4.2;
   2. the Client submits for re-assessment to ethy in accordance with clause 4.2 but the Brand no longer complies with the Verification Criteria (at ethy’s sole discretion); or
2. the termination or expiry of this Contract.

1. co-operate with ethy in all matters relating to the Services;
2. within reason, allow ethy to access and audit the Client’s premises, factories, stores, events or experiences at no charge, if required, for the sole purpose of verification of the claims made during the assessment. This could be due to reasons such as ensuring compliance with standards, regulatory requirements, or audits of ethy conducted by the regulatory bodies.
3. provide, in a timely manner, such information as ethy may require to:
   1. provide the Services, including carrying out its assessment as to whether the Brand meets the Verification Criteria; and
   2. inspect the financial records of the Client and Brand in order to agree the Charges, and ensure that it is accurate and complete in all material respects
4. obtain and shall maintain all necessary licences, consents, and permissions necessary for ethy, its contractors and agents to perform their obligations under these Conditions, including without limitation the Services; 
5. be solely responsible for ensuring the Brand continues to meet the Verification Criteria and the Green Claims Code during the Verification Period;
6. notify ethy immediately if the Client’s and/or Brand’s circumstances change which result in the Brand no longer meeting the Verification Criteria and/or the Green Claims Code;
7. provide ethy (in such form as ethy may require) any new documentation, records or information that is required to ensure the Green Claims Code for the Brand remains proof backed and truthful during the Verification Period; and
8. immediately cease using the Verification and any Verification Mark in the event of the Brand ceasing to meet the Verification Criteria at any point during the Verification Period.

1. not be liable for any costs, charges or losses sustained or incurred by the Client or the Brand that arise directly or indirectly from such prevention or delay;
2. be entitled to payment of the Charges despite any such prevention or delay; and
3. be entitled to recover any additional costs, charges or losses ethy sustains or incurs that arise directly or indirectly from such prevention or delay.

1. on the Services Start Date: 
   1. make payment of the Initial Charge and the Annual Charge (whether in full or in part by way of the first monthly instalment payment of the Annual Charge in advance, at the Client’s option) payable in respect of the Minimum Term via Stripe by way of credit or debit card, Google Play, Apple Play or direct debit, or via such payment partner of ethy from time to time; and
   2. provide to ethy (or such payment partner of ethy where applicable) valid, up-to-date and complete credit or debit card details and any other relevant, valid, up-to-date and complete contact and billing details as may be required by ethy via Stripe, or such payment partner of ethy where applicable; and
2. subject to clause 2.1, make payment of: 
   1. the remaining Annual Charge (if any) payable on a monthly basis on the same day of each calendar month following the Services Start Date (where applicable); and
   2. the subsequent Annual Charge payable in respect of the next 12 month period during the Initial Term and any Renewal Period (as the case may be) on each anniversary of the Services Start Date.

1. the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
2. the ethy may suspend all Services until payment has been made in full. 

1. modify any ethy IPRs licenced to it under clause 7.2;
2. use any ethy IPRs licenced to it under clause 7.2 in respect of any other Client brand which is not the Brand; or
3. sub-license, assign or otherwise transfer the rights granted in clause 7.2 to any third parties, including its customers or any entity that directly or indirectly controls, is controlled by, or is under common control with the Client.

1. notify ethy in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 7.6 (IPRs Claim);
2. allow ethy, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that ethy shall obtain the Client's prior approval of any settlement terms, such approval not to be unreasonably withheld or delayed;
3. provide ethy with such reasonable assistance regarding the IPRs Claim as is required by ethy, subject to reimbursement by ethy of the Client's costs so incurred; and 
4. not, without prior consultation with ethy, make any admission relating to the IPRs Claim or attempt to settle it, provided that ethy considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Client into disrepute.

1. process that Client Personal Data only for the purpose of providing the Services to the Client;
2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client 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; 
3. ensure that all personnel who have access to and/or process Client Personal Data are obliged to keep the Client Personal Data confidential;
4. not transfer any Client Personal Data outside of the UK/European Union unless the prior written consent of the Client has been obtained; 
5. notify the Client without undue delay on becoming aware of a Personal Data Breach (as defined under the Data Protection Legislation);
6. at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination or expiry of the agreement unless required by any applicable law to store the Client Personal Data; and
7. maintain complete and accurate records and information to demonstrate its compliance with this clause 8.

1. for death or personal injury caused by ethy's negligence; or
2. for fraud or fraudulent misrepresentation. 

1. ethy shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract; and
2. ethy's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the total Charges paid during the 24 months (or less in the event of earlier termination) immediately preceding the date on which the claim arose).

1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so; 
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 
3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
4. the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

1. the Client shall immediately pay to ethy all of ethy's outstanding unpaid invoices and interest; 
2. all licences granted under these Conditions shall immediately terminate and the Client shall immediately cease all use of the Deliverables;
3. each party shall return and make no further use of any equipment, property and other items, including any Deliverables and/or Client Materials (and all copies of them) belonging to the other party;
4. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
5. termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

1. The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without ethy's prior written consent. 
2. ethy may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, clients or customers of the other party, except as permitted by 12.2. 
2. Each party may disclose the other party's confidential information:
   1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 12.2; and
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

1. The Contract 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.
2. Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
   1. delivered by hand or by pre-paid first-class post or other next working day delivery service at the party’s registered office (or such other address as notified by a party to the other in writing in accordance with this clause 12.7); or 
   2. sent by email to the email address as notified by a party to the other in writing in accordance with this clause 12.7).
2. Any notice shall be deemed to have been received:
   1. if delivered by hand, at the time the notice is left at the proper address;
   2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
   3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 12.7(b)(iii),business hours means 9.00am to 5.00pm on a Business Day.
3. This 12.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.