Emvide Terms and Conditions
Last updated
Last updated
Welcome to the Emvide SaaS Agreement Terms and Conditions. This document outlines the legal framework governing the use of Riskoa’s Emvide software-as-a-service (SaaS) platform. It defines the roles and responsibilities of both Riskoa and the Customer, detailing the terms under which the service is provided and used. Key elements include definitions, service scope, licensing, payment terms, data processing, customer obligations, intellectual property rights, liability, termination conditions, and general legal provisions. By using the Emvide service, customers agree to comply with these terms, ensuring a clear and mutual understanding of the service engagement.
1.1. The following words will have the following meanings:
Affiliate means a person or entity that directly or indirectly controls, is controlled by, or is under common control with another person or entity.
Agreement means a contract formed under these Terms and Conditions (Terms) and the Order Form.
Authorised User means those individuals who are authorised by the Customer or its Affiliates (i) in writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process, to use the Service.
Customer Data means any data used in the Service on behalf of the Customer Group, including LCIA data for a particular product or service.
Customer Group means Customer and each of its Affiliates and holding companies and each Affiliate of those holding companies.
Service Documentation means the documentation made available to the Customer or otherwise by Riskoa from time to time in the Software or website , which sets out a description of the Service and the user instructions for the Service (including, for example, quick reference guides).
IPR means intellectual property rights in and to patents, trademarks, service marks, trade and service names, copyrights, database rights and design rights (regardless of registration, and including applications for registration), know-how, moral rights, trade secrets, confidential and proprietary information, all rights or forms of protection of a similar nature or having similar or equivalent effect to any of them which may subsist anywhere in the world now existing or hereafter arising.
LCIA means Life Cycle Impact Assessment and related date for a specific product or service in respect of its emissions and environmental impact.
Licence Band: means the band of licence purchased by the Customer which determines Service scope, Authorised Users and Node Credits, as specified in the Order Form.
Order Form: means Riskoa’s order documentation detailing the Service and Software purchased by the Customer, forming part of this Agreement.
Professional Services: means any services related to implementation, training and delivery of the Service, as may be specified in the Order Form.
Service means the supply of the Software, the Professional Services and any other services as may be specified in the Order Form and further described in the Service Documentation, which provides emissions factor and product lifecycle assessment as applicable for a Customer’s value chain.
Service Fees means the fees, if any, payable for professional services to the extent specified in the Order Form.
Software means Riskoa’s Emvide software-as-a-service platform to be licensed or otherwise made available to Customer by Riskoa under this Agreement, specified in the Order Form, and including any third-party software that is incorporated within that software.
Subscription Fees means the licence fee for the Service as specified in the Order Form.
Node Credits: means a credit equivalent to creating, updating or fetching LCIA indicators for a resource (e.g. BOM item) or a process (e.g., a production step). Effectively they are the representation of environmental impact for a particular point of the product lifecycle and are the paid for output under the Subscription Fees. Node Credits may be purchased for the price shown in the Order Form.
1.2. Use of the terms include, including, and any similar expressions, will be read without limitation.
2.1. Riskoa agrees to supply the Service to Customer, and Customer agrees to purchase a licence for the Service from Riskoa, on the terms of the Agreement.
2.2. Subject to any earlier termination in accordance with Clause 11, the Agreement will commence on the Order Effective Date continue for the Term both as specified in the Order Form (Initial Term). Following the Initial Term, the Agreement shall automatically renew for successive periods of 12 (twelve) months (each a Renewal Term) for an annual license, or for (one) month (each a Renewal Term) for a monthly license, subject to either party being able to terminate the Agreement at the end of the Initial Term or any Renewal Term by providing not less than 30 days’ written notice prior to the end of the Initial Term or Renewal Term.
2.3. If there is any conflict or inconsistency between the provisions contained in the Order Form and these Terms, the Order Form will take precedence.
3.1. Riskoa grants to the Customer, and Customer Group if agreed in writing with Riskoa, a fully paid up, royalty-free, non-exclusive, non-sublicensable licence to access and use the Service, including by the Authorised Users, for its ordinary business purposes and for no other purpose.
3.2. Customer shall permit Riskoa or Riskoa’s designated auditor to audit the Service in order to review and establish that the Service is being used as provided for in this Agreement. Each such audit may be conducted on reasonable notice no more than once per year, at Riskoa’s expense, in such a manner as not to substantially interfere with the Customer's normal conduct of business. In any event, Riskoa shall monitor such use through its operation of the Service.
3.3. Riskoa will provide the Service:
(a) using reasonable skill, care, and diligence;
(b) in compliance with all applicable UK laws and regulations; and
(c) in accordance with any timescales set out in the Agreement (or, if there are none, within a reasonable time).
3.4. Riskoa warrants that, when the Service is used in accordance with the terms of the Agreement and in accordance with the Service Documentation and technical specification, that the Service will comply with that specification in all material respects and will be free from material errors and defects. Riskoa’s sole responsibility under this limited warranty shall be to use commercially reasonable efforts to correct or replace the portion of the Service which fail to conform to such limited warranty, provided, however, that Customer has reported in writing to Riskoa any defect or error claimed to be a breach of such warranty. The foregoing limited warranty shall not be operative in any of the following cases: (i) Customer, Affiliate, Authorized User or any third party acting on Customer’s behalf modifies or misuses the Services; (ii) Customer fails to give Riskoa written notice of the claimed breach of warranty in a timely manner; (iii) the failure to conform is caused in whole or part by persons other than Riskoa, or by products, equipment, software, services or operating environments not furnished by Riskoa; or (iv) Customer fails to implement any correction, update, enhancement, improvement, expansion or revision thereto which Riskoa has provided to Customer.
3.5. Riskoa may modify or update the Software (and its specification) from time to time, provided that Riskoa must:
(a) update Service Documentation and specification in respect of any material modification or update and make this available to Customer upon written request;
(b) ensure that the modification or update does not: (i) materially degrade or adversely affect the performance of the Software or its functionality; or (ii) materially adversely affect, or require the significant modification or replacement of, any of the standard integrations or existing deliverables; both of the preceding restrictions apply save as may be required to ensure compatibility with internet service providers and cloud computing requirements.
5.1 Node Credits power the Service and their consumption is based on the number and complexity of products being analysed, and number of Authorised Users actively involved with such analysis (Riskoa’s Node Credit consumption parameters are available within the Service from time to time).
5.2 Node Credits will be debited for active time the platform is in use by Authorised Users of the Customer in respect of the Customer’s products being assessed. Additional Users actively engaged at the same time will pro rata increase the Node Credit usage consumption. Once all Node Credits are used up for a contract month, the Customer will not be able to use the Service until the subsequent contract month (unless additional Node Credits are purchased in accordance with clause 5.5).
5.3 The Service will auto time out and stop processing after 5 minutes of inaction by an Authorised User (or such other time as Customer selects in platform) to save Node Credits.
5.4 The Customer will receive the number of Node Credits specified in the Order Form, as applicable for the Licence Band purchased, at the start of each month and subject to payment of Riskoa’s Subscription Fees in accordance with clause 6.1. Additional Node Credits can be bought at any time, including by way of escalating to the next Licence Band (if applicable), for the price detailed in Riskoa’s current price list (available in Service or from Riskoa directly). Payment can be made within the Service using Riskoa’s nominated third party payment provider.
6.1 Customer will pay Subscription Fees in the Software via Riskoa’s third party payment provider and payment will be annually or monthly in advance, as specified in the Order Form. Riskoa will send Customer invoices for Service Fees. Customer will pay undisputed invoices within 30 days following receipt of an invoice sent by or on behalf of Riskoa.
6.2 Non payment of Subscription Fees will result in suspension of access to the Service from the date the payment is required. If any payment of an invoice for Service Fees due by the Customer remains unpaid 30 (thirty) days after Riskoa gives notice in writing that such payment is overdue, without prejudice to any other rights and remedies available to it, Riskoa may apply interest to the late payment in the amount of 6% above the Bank of England Base Rate, and/or (ii) suspend the Customer’s access to all or part of the Service and shall be under no obligation to provide any or all of the Service.
6.3 Riskoa’s Subscription Fees are set out in the Order Form. Service Fees shall apply as specified in the Order Form or otherwise agreed in writing between Riskoa and Customer. These fees are exclusive of VAT and any other applicable sales or services tax but inclusive of all other taxes, duties and levies. Customer shall reimburse Riskoa and hold Riskoa harmless for all sales, use, VAT, excise, property or other taxes or levies which Riskoa is required to collect or remit to applicable tax authorities.
6.4 Customer will only be required to pay Riskoa’s expenses incurred in connection with the performance of the Service where the expenses have been reasonably incurred and have been approved by Customer in writing in advance. Such expenses will be reimbursed at cost upon Riskoa furnishing Customer with the relevant receipts.
6.5 The Subscription Fees and Node Credit price shall automatically increase on each anniversary of the Order Effective Date, including for any Renewal Term under clause 2.2, equivalent to the average increase in Consumer Price Index over the preceding 12 months as determined by the Office for National Statistics in the UK.
7.1 Customer grants Riskoa a non-exclusive, non-transferable licence to store, transmit, and process the Customer Data solely to the extent necessary for Riskoa to provide the Service in accordance with the Agreement. Nothing in the Agreement grants Riskoa any rights in the Customer Data other than as expressly set out in this Clause 7.1. Customer agrees it shall not use or exploit Riskoa products and services in any manner, except as expressly permitted in this Agreement.
7.2 Riskoa will take appropriate physical, technical and organisational measures (aligned with good industry practice) to maintain the confidentiality, availability, security and integrity of the Service and Customer Data.
7.4 Notwithstanding clause 7.2 and 7.3 above, Customer expressly agrees that Riskoa may use Customer Data in aggregated, anonymised form in order to understand the LCIA of products and services in order to improve global understanding and measurement of the same and to improve the Service and its business operations. If the Customer has selected in the Software for LCIA data related to the Customer’s products and services to be publicly available, then Riskoa shall be free to make such LCIA data publicly available within its records, comparisons, products and related services. Such public LCIA data will not form part of the Customer’s confidential information under clause 7.4. The parties understand and agree in the benefit of making such LCIA information available in an effort to monitor emissions and environmental impacts globally.
7.5 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the products, services, business, affairs, customer, clients or suppliers or the other party or of any member of the group of companies to which the other party belongs, except that each party may disclose the other party's confidential information (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information in connection with this Agreement and providing the disclosing party ensures compliance with this clause 7.5; or (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.6 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the receiving party; (ii) was rightfully known to the receiving party prior to its disclosure by the disclosing party; (iii) was lawfully received from a third party without breach of any obligation owed to the disclosing party.
7.7 During the term of the Agreement, Riskoa will perform and maintain regular (and not less frequently than daily) secure and encrypted back-ups of all Customer Data on media from which the data can be reloaded and in a commonly-used machine readable format. Riskoa will make back-ups of Customer Data available to Customer upon written request.
8.1 The Customer is responsible for inputting their own Customer Data related to each product being assessed in a process map on the Software, as detailed in the Service Documentation. This can be in collaboration with other customers. The Customer is responsible for ensuring the accuracy and completeness of all Customer Data inputted and Riskoa shall not be responsible for any inaccuracies or errors in its reports or other Service outputs and deliverables arising out of or in connection with the Customers failure to provide accurate Customer Data in accordance with this clause.
8.2 The Customer shall not access, store, distribute or transmit any material during the course of its use of the Service that is offensive, facilitates illegal activity or violence, causes damage or injury, or is otherwise illegal.
8.3 Security: The Customer shall not:
(a) introduce, store, transfer, distribute viruses, or permit or suffer the same, into Riskoa’s network and information systems or in its use of the Service;
(b) access or attempt to gain access to the Service or related systems or networks other than in the manner set forth in the Service Documentation; or
(c) interfere with or disrupt performance of the Service, Riskoa’s network and information systems or any data stored therein.
8.4 The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion and to the extent expressly permitted under this Agreement:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service or Service Documentation in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
8.5 The Customer shall ensure that only the Authorised Users may access the Service and that the Authorised Users at all times comply with the requirements contained in these Terms and the Service Documentation, and Riskoa reserves the right to suspend access to the Service for any Authorised User(s) in breach of these Terms. Authorised Users will be given their own log-in details which must be kept confidential at all times.
9.1 Riskoa represents that it has all necessary rights, licences and permissions to provide the Service to Customer on the terms of the Agreement.
9.2 Customer shall, at its sole cost and expense, indemnify, defend and hold harmless Riskoa and its Affiliates from and against all losses, liabilities, costs, damages and expenses, including but not limited to reasonable legal fees and expenses (Losses), incurred or suffered by any of them as a result of third party claims, actions or demands, including, as applicable, investigations and audits by regulators (Claims), arising out of or in connection with (i) the unauthorised use of the Service, (ii) violations of applicable law; or (iii) Customer Data and other Customer materials, including without limitation failure by Customer to secure all necessary rights, licences and approvals such that Riskoa can utilise them as part of the Service in the manner contemplated hereunder.
9.3 Subject to Clause 9.4 and the liability cap in 10.3(c), Riskoa will indemnify the Customer from and against all Losses that are sustained or incurred by Customer in connection with any Claim that the receipt and/or the use (in accordance with the terms of the Agreement) of the Service by Customer infringes the rights (including the intellectual property rights) of any third party.
9.4 Riskoa will not be liable under Clause 9.3 to the extent that the Infringement Claim arises as a result from from: (i) Services that have been modified by anyone other than Riskoa or its subcontractors; (ii) Customer’s use of the Services with software, hardware or services not provided by Riskoa; (iii) misuse of the Services or other breach of this Agreement; or (v) compliance by Riskoa with designs, plans or specifications furnished by or on Customer’s behalf; or (vi) or any other non-compliance by Customer of the restrictions under clause 7 (Customer Obligations). Riskoa shall not be liable hereunder for any settlement made by Customer without Riskoa’s advance written approval.
9.5 As between the parties, all right, title and interest, including all IPR in Riskoa’s products and services, including the Service and any components thereof are and shall remain the sole and exclusive property of Riskoa. Riskoa shall be entitled to use the Customer’s (or any of its Affiliates’) name and logo in its lists of customers (including on its website and in any marketing materials).
9.6 Customer is permitted to use Riskoa’s trade names, trademarks and service marks to identify Riskoa as a supplier or partner of the Customer, however, any other use shall require Riskoa’s prior consent,
9.7 In respect of a claim under an indemnity in this clause 9:
(a) upon becoming aware of a potential or actual claim, the indemnified party will promptly notify the indemnifying party in writing;
(b) the indemnified party will (at the indemnifying party’s sole cost and expense) provide reasonable cooperation to the indemnifying party in the defence and settlement of the claim; and
(c) the indemnifying party will, upon its written request, be given sole authority to defend or settle such claim, provided that (a) indemnifying party, to the extent it is legally permissible, keeps indemnified party reasonably informed of the progress of its defence or settlement; and (b) indemnifying party does not compromise or settle such claim without releasing each member of the indemnified party’s group of companies of liability in respect of such claim.
10.1 Nothing will limit a party’s liability for (i) wilful misconduct, gross negligence or deliberate default; (ii) material breach of clauses 7.5 or 7.6 (confidential information); (iii) or infringement of the other party’s IPR; (iv) or any liability that cannot be excluded or limited by law.
10.2 Except for the representations and warranties expressly set forth in this Agreement and only to the extent permitted by applicable law, Riskoa specifically disclaims any and all warranties and representations, express or implied, including the implied warranties of merchantability and fitness for a particular purpose or use (whether or not the purpose or use has been disclosed), warranties of title and non-infringement, any implied indemnification obligations, or other warranties that arise from trade usage or custom, with respect to any aspects of Riskoa Service and any components thereof or its use in conjunction with Customer Data or the output or results obtained from such use, any decisions made or actions taken in reliance thereupon or as to the performance thereof (whether performed in whole, part or not at all). Except for the representations and warranties expressly set forth in this Agreement Riskoa does not guarantee the adequacy, accuracy, timeliness or completeness of the Service or any components or output thereof or that they will be error free or free from computer viruses or other infirmity or corruption. Therefore, Riskoa shall not be subject to any damages or liability for any errors, omissions or delays therein, other than as specifically provided for under this Agreement.
10.3 Subject to Clause 10.1:
(a) neither party will be liable, whether in contract, tort (including negligence and breach of statutory duty) or otherwise, for any indirect or consequential loss; and
(b) Riskoa’s total aggregate liability under the Data Processing Agreement shall be limited to £250,000;
(c) each party's total liability in contract, tort (including negligence and breach of statutory duty) or otherwise in connection with the Agreement, will be limited to an amount equal to the greater of: (i) ÂŁ20,000; and (ii) 150% of the total fees paid and payable (whether invoiced or not) to Riskoa under the Agreement during the 12 months immediately preceding the date on which the claim arose.
11.1 Either party may terminate (and Riskoa may suspend performance of) this Agreement with immediate effect by giving written notice if the other party: (a) is in material breach of this Agreement (which shall include non-payment of any fees within 30 days of the due date for payment) and, if the breach is capable of remedy, the breaching party has failed to remedy the breach within 30 days of the date of written notice requiring it to do so; or (b) becomes unable to pay its debts or becomes insolvent, or enters into or proposes any composition or arrangement with its creditors generally, or anything analogous to any of these events occurs.
11.2 Upon the written request from the Customer to Riskoa, Riskoa will promptly delete or return to Customer (at Riskoa’s option) all Customer Data (excluding LCIA data made public under clause 7.4) in its possession or control, except to the extent, and only for the duration, that it is required to retain a copy of the Customer Data by applicable law. Any retained Customer Data will remain subject to the applicable terms of the Agreement including Clauses 7.2, 7.5, and 7.6.
11.3 A subscription to the Emvide Software starts on the date of acceptance of the order and terms, which includes either the issuance of a Purchase Order (PO) from verified customers only, or the receipt of payment for the license period, whichever is earlier.
11.4 Refunds and Termination Fees for Annual licences – If Customer terminates the Agreement under Clause 11.1, then Riskoa will promptly refund any portion of the Subscription Fees paid by Customer that relate to the period after the date of termination and, subject to the following conditions:
(a) A cancellation period of 30 days from start is allowed where the customer can cancel and receive a full refund minus any used credits.
(b) After the 30-day cancellation period, termination will incur a termination fee of 25%. The refund will be calculated based on the value of unused credits minus a 25% termination fee and minus the value of used credits. The termination fee is calculated based on 25% of the value of the unused credits. This fee is linked to commitments around data usage with premium databases we interact with. To be eligible for a refund, customers must have used at least 50% of their allocated credits by the end of the subscription term. If this minimum usage requirement is not met, no refund will be provided.
(c) The refund will be calculated based on the original subscription fee without any discounts applied. Any discounts provided will be retained by Riskoa and will not be considered part of the refund.
(d) Unused credits will be refunded on a pro-rata basis, minus the termination fee. In this context, pro-rata means the value of unused credits in proportion to the total credits provided for the annual subscription.
(e) If extra credit packs have been purchased, unused credits from these packs will also be refunded on a pro-rata basis, minus the termination fee.
11.5 Monthly Subscriptions - Monthly subscriptions cannot be cancelled mid-term and are only cancellable at the next renewal period. A cancellation notice must be provided before the next renewal date. Customers must cancel before the next payment is made to avoid being charged for the subsequent month.
11.6 Auto-Renewal and Cancellation for Annual Licenses
(a) Annual licenses will auto-renew by default at the end of the subscription term unless either party provides notice of non-renewal.
(b) Customers must provide a written notice of non-renewal at least 1 month before the end of the current subscription term to avoid auto-renewal.
(c) If a notice of non-renewal is not provided within this period, the subscription will automatically renew for an additional term of the same duration as the expiring term.
(d) The terms and conditions applicable to the renewed subscription will be the same as those in effect at the time of renewal, unless otherwise agreed in writing by both parties.
11.7 Pilot Programme - Customers participating in the pilot programme are subject to the terms of the monthly subscription license. This means that the pilot programme cannot be cancelled mid-term and will auto-renew under the terms of the monthly subscription unless cancelled prior to the renewal date.
11.8 Upon the effective date of termination of this Agreement, all rights granted hereunder shall terminate, and Customer shall immediately cease any and all use of the Services and Documentation, and permanently and securely delete the Documentation and any Software from any electronic media containing them. Upon Riskoa’s request, Customer shall provide Riskoa with a signed statement confirming its compliance with this clause.
11.9 Termination or expiry of the Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry. Any provision of the Agreement that is intended to continue in force on or after termination or expiry will remain in full force and effect.
12.1 If any provision, or part of a provision, of the Agreement is found by any authority of competent jurisdiction to be illegal, invalid or unenforceable, it shall be deemed to have been deleted and the legality, validity and enforceability of the remaining provisions of the Agreement will not be affected.
12.2 The Agreement contains the whole agreement between the parties and replaces all prior arrangements relating to its subject matter.
12.3 Any waiver under this Agreement must be in writing. A failure or delay by a party to exercise any right or remedy provided under this Agreement 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.
12.4 Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (force majeure). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 1 month , the party not affected may terminate this agreement immediately by giving written notice to the affected party.
12.5 The Parties are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties.
The Agreement and any disputes arising out of or in connection with it or its subject-matter or formation (whether contractual or non-contractual) will be governed by the laws of England & Wales and subject to the exclusive jurisdiction of the courts of England.
Last Updated: 03/06/24 (UK date versioning)
4.1 Riskoa will provide limited product training in the first year as specified in service terms available .
4.2 Riskoa will provide its standard customer support services as defined . Riskoa shall also perform maintenance on the Software and the infrastructure supporting the Software, as required but with the objective of minimising the frequency and duration of Incidents.
7.3 Both parties shall comply with relevant data protection laws in their performance of this Agreement, with Riskoa providing a minimum assurance of compliance with the UK General Data Protection Regulation and Data Protection Act requirements. When processing personal data under the Agreement, Riskoa’s Data Processing Addendum shall apply and can be found .