Master Subscription Agreement (Terms of Service)

This Master Subscription Agreement (the “Agreement”) is between:

Front End Engineering Consultancy Limited, a private company limited by shares incorporated in Hong Kong (Business Registration No. 75797664), with its registered office at Unit B6, 12th Floor, Wing Wah Building, No. 677 King’s Road, Quarry Bay, Hong Kong, trading as FEEC (“FEEC”, “we”, “us”); and
the customer entity named in the Order Form (“Customer”, “you”).

By signing an Order Form that refers to this Agreement, or by clicking to accept it, you agree to it. If you accept on behalf of an organisation, you confirm that you have authority to bind that organisation. EmitLedger is a business-to-business service. It is not offered to consumers.

1. Structure and order of precedence

1.1 Contract documents. The contract between FEEC and Customer consists of: (a) each Order Form; (b) this Agreement; (c) the Data Processing Agreement (“DPA”); (d) the Service Level Agreement (“SLA”); (e) the Acceptable Use Policy (“AUP”); (f) any Statement of Work (“SOW”) for Professional Services; and (g) the Documentation.

1.2 Precedence. If these documents conflict, they apply in this order: (a) the DPA, but only for the processing of Personal Data; (b) the Order Form, but only for the specific commercial terms it sets out (such as Subscription Plan, number of Assets, Fees, Subscription Term, hosting region and any clause of this Agreement it expressly says it changes); (c) this Agreement; (d) the SLA; (e) the SOW, but only for the Professional Services it describes; (f) the AUP; and (g) the Documentation.

1.3 Customer terms excluded. Terms in any purchase order, supplier portal, vendor registration form or other Customer document do not apply, even if FEEC signs or accepts that document or starts performance. Those documents are for Customer’s administrative convenience only.

2. Definitions

In this Agreement:

“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where “control” means owning more than 50% of the voting interests.
“Asset” means a facility counted for pricing, such as an FPSO, a platform, a gas plant, a terminal or a compressor station, together with the systems and equipment inside it, as described in the Documentation or Order Form.
“Authorised User” means an employee, contractor or consultant of Customer or its Affiliates, or an External Verifier or read-only viewer, whom Customer allows to use the Service under Customer’s account.
“Beta Feature” means any feature, module, integration, regulatory pack or app that FEEC labels as “beta”, “preview”, “pilot”, “rolling out”, “on roadmap”, “draft”, “early access” or similar, or that FEEC makes available free of charge for evaluation.
“Customer Data” means all data, files and content that Customer or its Authorised Users submit to the Service, or that the Service generates from that data for Customer, including operational and activity data, meter readings, gas analyses, uploaded workbooks, evidence files, photos, location data, custom emission factors, configuration, audit logs of Customer’s tenant and Outputs. Customer Data does not include Usage Data or FEEC Materials.
“Documentation” means FEEC’s then-current user guides, methodology descriptions, help pages and technical documentation for the Service.
“Emission Factor Library” means the reference emission factors, global warming potential (GWP) sets, constants and related reference data that FEEC makes available in the Service, with their stated sources, licences and verification status.
“External Verifier” means a third-party verifier, auditor or assurance provider to whom Customer grants access to the Service.
“Fees” means the fees set out in an Order Form or SOW.
“FEEC Materials” means the Service, the Software, the Documentation, calculation methods and method versions, asset templates, Excel template engine, Emission Factor Library (as compiled by FEEC), Regulatory Packs, report templates, and all improvements and derivatives of them, excluding Customer Data.
“Hosting Option” means Shared Cloud, Dedicated Hosting or Self-Hosted, as described in clause 3.
“Order Form” means an order document, online checkout or proposal signed or accepted by both parties that refers to this Agreement.
“Outputs” means calculations, results, dashboards, inventories, reports, exports, uncertainty estimates, compliance checks and other material produced by the Service from Customer Data.
“Personal Data” has the meaning given in the DPA.
“Professional Services” means onboarding, managed inventory services, verification support, custom asset templates or pack content, training, deployment and other services described in an Order Form or SOW.
“Regulatory Pack” means a versioned rule set, check, mapping or report format in the Service that relates to a standard, programme or regulation (for example GHG Protocol, ISO 14064-1, OGMP 2.0, EU ETS, the EU Methane Regulation or US EPA GHGRP).
“Service” means the EmitLedger software-as-a-service platform, including the web application, the mobile app, APIs (where included in the Subscription Plan) and related hosting, as described in the Documentation and Order Form.
“Software” means EmitLedger software provided for installation under a Self-Hosted Licence, including updates FEEC provides.
“Subscription Plan” means the plan named in the Order Form, as described in clause 3.2.
“Subscription Term” means the period stated in the Order Form, including any renewal.
“Usage Data” means technical and usage information about how the Service is accessed and performs (such as feature usage counts, error logs, performance metrics, number of Assets and users), which does not include the content of Customer Data.

Headings do not affect interpretation. “Including” means “including without limitation”. “Written” includes email but not in-app messages, unless stated otherwise.

3. The Service, plans and hosting options

3.1 Right to use. Subject to this Agreement and payment of the Fees, FEEC grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Authorised Users to access and use the Service for Customer’s and its Affiliates’ internal business purposes, within the limits in the Order Form (such as number of Assets and users).

3.2 Subscription Plans. FEEC offers the following plans. Their features and limits are described on FEEC’s pricing page at the date of the Order Form or in the Order Form itself: (a) Pilot: time-limited use (normally 3 months) on one Asset for evaluation on Customer’s own data. Unless the Order Form says otherwise, the Pilot Fee is credited against the first year’s subscription Fees if Customer signs an Order Form for a paid annual Subscription Plan within 30 days after the Pilot ends. A Pilot does not renew automatically. (b) Essentials: available month-to-month or on an annual Subscription Term. (c) Professional: annual Subscription Term. (d) Enterprise: annual Subscription Term, with the number of included Assets and the price per additional Asset stated in the Order Form.

3.3 Hosting Options. (a) Shared Cloud: the standard multi-tenant Service hosted and operated by FEEC, included in every Subscription Plan. (b) Dedicated Hosting: an isolated server and database operated by FEEC for Customer only, in the region stated in the Order Form, for an additional Fee. (c) Self-Hosted Licence: Customer installs and runs the Software in its own infrastructure under an annual licence. Schedule 1 applies.

3.4 Asset and user limits. Customer must not exceed the Asset or user limits of its Subscription Plan. The Essentials plan includes up to 10 Authorised Users. Professional, Enterprise and Self-Hosted Licences include an unlimited number of Authorised Users, subject to the fair-use rules in clause 3.5. If Customer exceeds a limit, FEEC may invoice the additional Fees at its then-current rates from the date the limit was exceeded, or ask Customer to upgrade.

3.5 Fair use. Where a Subscription Plan includes unlimited Authorised Users: (a) Authorised Users must be Customer’s (or its Affiliates’) employees and contractors working on Customer’s Assets, plus the External Verifiers and read-only viewers described in clause 3.9; (b) Customer must not resell the Service or provide access to it to third parties for their own purposes; and (c) if Customer’s usage is unusually heavy or automated compared with typical use of the same plan (for example scripted bulk uploads, high-frequency API or export calls, or very large numbers of concurrent users), FEEC may, after discussing it with Customer, require a custom quote for that usage or ask Customer to reduce it.

3.6 Quotes. Prices shown on FEEC’s website, including quotes produced by the website price builder, are indicative only and are not an offer. The Fees, limits and terms in the signed Order Form govern.

3.7 Changes to the Service. FEEC continuously updates the Service, including calculation methods, the Emission Factor Library and Regulatory Packs. FEEC may change the Service provided that, during a paid Subscription Term, it does not materially reduce the core functionality of Customer’s Subscription Plan as a whole. Calculation methods and library releases are versioned. Where the Documentation allows it, Customer can pin a library release or method version for a reporting period.

3.8 Discontinuation. FEEC may discontinue the Service or a Subscription Plan by giving at least 12 months’ written notice. If FEEC does so during a prepaid Subscription Term, FEEC will refund the prepaid Fees for the part of the term after discontinuation. This is Customer’s sole remedy for the discontinuation.

3.9 Affiliates, consultants, verifiers and viewers. Customer may allow its Affiliates and its consultants to use the Service as Authorised Users. External Verifiers and read-only viewers whom Customer invites are Authorised Users acting on Customer’s behalf; they do not count towards user limits. Customer is responsible for the acts and omissions of all its Authorised Users as if they were its own. Consultancies that wish to run the Service for several unrelated clients or to resell it need a separate partner agreement with FEEC.

4. Fees, invoicing and taxes

4.1 Currency. All Fees are in United States dollars (USD) unless the Order Form states another currency.

4.2 Invoicing. Unless the Order Form states otherwise: (a) annual subscription Fees are invoiced annually in advance; (b) month-to-month subscription Fees are invoiced monthly in advance; (c) Pilot, setup and deployment Fees are invoiced on signature of the Order Form; and (d) Professional Services Fees are invoiced as stated in the SOW, or otherwise monthly in arrears on a time-and-materials basis.

4.3 Payment. Invoices are due within 30 days of the invoice date, by bank transfer or another method FEEC accepts. Customer pays its own bank charges and currency conversion costs, so that FEEC receives the full invoiced amount.

4.4 Non-refundable. Except where this Agreement expressly provides a refund, Fees are non-cancellable and non-refundable, and commitments for a Subscription Term cannot be reduced during that term.

4.5 Disputed invoices. Customer must notify FEEC in writing of any good-faith dispute about an invoice within 15 days of receiving it, with reasons, and must pay the undisputed part on time. The parties will work to resolve the dispute within 30 days.

4.6 Late payment. If an undisputed amount is overdue, FEEC may: (a) charge interest on it at 1% per month (or, if lower, the maximum rate permitted by law) from the due date until payment; (b) recover its reasonable costs of collection; and (c) suspend the Service under clause 12 if the amount remains unpaid 15 days after FEEC gives written notice that it is overdue.

4.7 Taxes. Fees exclude all sales, use, value added, goods and services, withholding, digital services and similar taxes, duties and levies (“Taxes”). Customer pays all Taxes on the Fees, except taxes on FEEC’s net income. If Customer is required by law to withhold or deduct any Tax from a payment, Customer will pay FEEC such additional amount as ensures that FEEC receives the full amount it would have received without the withholding, and will promptly provide an official receipt or withholding tax certificate. Where reverse-charge mechanisms apply, Customer will account for the Tax. Customer will give FEEC any tax registration numbers and exemption certificates that apply.

4.8 Price changes. FEEC may change the Fees for any renewal Subscription Term by giving written notice at least 60 days before the end of the current Subscription Term. Month-to-month Fees may change on 30 days’ written notice.

5. Customer responsibilities

5.1 Accounts. Customer is responsible for: (a) its Authorised Users’ compliance with this Agreement and the AUP; (b) keeping credentials confidential, enabling multi-factor authentication and removing users who no longer need access; (c) the roles, scopes and permissions it assigns in its tenant, including access it grants to consultants and External Verifiers and any time-limited support access it approves for FEEC; and (d) all activity under its accounts, except activity caused by FEEC’s breach of this Agreement.

5.2 Customer Data. Customer is solely responsible for the accuracy, quality, completeness, legality and integrity of Customer Data, and for having all rights, notices and consents needed to submit it to the Service and to let FEEC process it under this Agreement. This includes Personal Data such as names, photos and location data captured through the mobile app.

5.3 Configuration. Customer is responsible for the configuration of its tenant, including organisational boundaries, consolidation approach, equity shares, Asset and source registers, meters, units, reference conditions, method tiers, GWP set, base year, targets, activated Regulatory Packs and pinned library releases.

5.4 Systems. Customer is responsible for its own internet access, devices, browsers, spreadsheets and identity provider (where Customer connects its own), and for keeping its own copies of the source data it uploads.

5.5 Notification. Customer will notify FEEC promptly at security [at] emitledger.com if it becomes aware of any unauthorised access to its accounts or the Service.

6. No professional or regulatory advice; responsibility for regulatory outcomes

6.1 Tool, not adviser. The Service is a software tool that performs calculations on the data Customer provides, using the methods, factors, parameters and Regulatory Packs that Customer selects or configures. FEEC does not provide legal, regulatory, environmental, engineering, accounting, tax, audit, assurance or investment advice through the Service. Nothing in the Service, the Documentation or FEEC’s communications about the Service is such advice, unless it is expressly provided as Professional Services under a SOW (and then clause 9 applies).

6.2 Outputs. Outputs are calculations based on Customer Data and the methodologies, factors and settings that apply to Customer’s tenant. Outputs depend on the quality of the inputs and on assumptions described in the Documentation. Outputs, including uncertainty estimates and compliance checks, are estimates. They are not verified, certified or assured by FEEC.

6.3 Customer is solely responsible for: (a) all reports, disclosures, filings, registry entries and submissions it makes to any regulator, emissions-trading scheme, programme, verifier, investor, lender, customer or other third party (“Regulatory Submissions”), whether or not they are based on Outputs; (b) determining which laws, regulations, programmes and standards apply to it, and whether Outputs meet their requirements; (c) choosing, reviewing and verifying the emission factors, GWP values, constants, calculation methods and method tiers it uses, including factors from the Emission Factor Library that are marked as not verified, and any custom factors it enters; (d) reviewing and approving Outputs before relying on them, and arranging any third-party verification required; and (e) meeting all submission deadlines.

6.4 Regulatory Packs. Regulatory Packs are FEEC’s interpretation, prepared with reasonable care from published sources, to help Customer organise and check its data. Regulations and official templates change frequently. Regulatory Packs that FEEC marks as “draft” have not been completed or reviewed by a subject-matter expert and must not be relied on for Regulatory Submissions without Customer’s own independent review. FEEC does not warrant that any Regulatory Pack is complete, current or accepted by any regulator or verifier, or that its use will result in compliance.

6.5 Emission Factor Library. The Emission Factor Library shows the source, licence and verification status of each value. FEEC does not warrant that any value is correct, current or suitable for Customer’s operations or a particular programme. Where a value is published by a third party, the publisher’s terms govern its accuracy and use.

7. Third-party data and licences

7.1 Customer licences. Some emission factor datasets and reference data are subject to third-party licence terms or fees (for example International Energy Agency (IEA) electricity emission factors, or proprietary national or supplier data). Unless an Order Form expressly states that FEEC supplies a licensed dataset, Customer is responsible for obtaining and complying with any licence needed to use such data in the Service, and for any fees. On Self-Hosted deployments Customer licenses restricted datasets itself.

7.2 Third-party services. If Customer connects the Service to third-party services (such as its own identity provider, a data historian or storage), Customer’s use of those services is governed by its agreements with their providers. FEEC is not responsible for them, their availability or how they handle data.

7.3 Third-party terms in the mobile app. Use of the mobile app is also subject to the terms of the app store from which it is downloaded. The app store operator has no obligations to Customer under this Agreement.

8. Beta Features

8.1 FEEC may make Beta Features available. Customer may choose whether to use them.

8.2 Beta Features are provided “as is” and “as available”, are excluded from all warranties, indemnities, the SLA and service credits, may be changed or withdrawn at any time without liability, and may not be secure or complete. Features listed on FEEC’s website or in the Service as “rolling out” or “on roadmap” are not part of the Service Customer has purchased until FEEC makes them generally available, unless an Order Form expressly commits to them.

8.3 Customer’s purchase is not conditional on the delivery of any future functionality, or on any public or private statement by FEEC about future functionality.

8.4 FEEC’s total liability for Beta Features is limited to USD 100.

9. Professional Services

9.1 SOW. FEEC will perform Professional Services described in an Order Form or SOW. Onboarding, managed inventory, verification support and custom content are Professional Services. Any change to scope must be agreed in writing.

9.2 Standard of care. FEEC will perform Professional Services with the reasonable skill and care of a competent consultant providing similar services. FEEC gives no other warranty for Professional Services. Deliverables are prepared from information Customer provides, and FEEC is not responsible for errors caused by inaccurate or incomplete information from Customer or third parties.

9.3 Customer approval. Even where FEEC engineers collect data, run quality checks or prepare reports for Customer, Customer remains responsible for reviewing, approving and deciding to use those deliverables, and clause 6.3 continues to apply. FEEC does not sign, certify, verify or submit any Regulatory Submission on Customer’s behalf unless a SOW expressly says so, and even then FEEC acts only as Customer’s agent for delivery on Customer’s instruction.

9.4 Independence. Where FEEC provides verification support, FEEC is not the verifier and does not provide assurance. Customer is responsible for ensuring that its use of FEEC does not affect the independence requirements of its verifier.

9.5 Remedy. If Professional Services do not meet clause 9.2 and Customer notifies FEEC within 30 days after their performance, FEEC will re-perform the non-conforming services at no additional charge or, if re-performance is not practical, refund the Fees paid for them. Clause 16 applies, and FEEC’s total liability arising from Professional Services under a SOW is limited to the Fees paid under that SOW in the 12 months before the event giving rise to the claim.

9.6 Delays. FEEC is not responsible for delays caused by Customer’s failure to provide data, access, decisions or cooperation on time. FEEC may charge for additional time caused by such delays at its then-current day rates.

10. Intellectual property and data rights

10.1 FEEC Materials. FEEC and its licensors own all rights, title and interest, including intellectual property rights, in the FEEC Materials. Except for the limited rights expressly granted, no rights are granted to Customer, by implication or otherwise.

10.2 Customer Data. As between the parties, Customer owns Customer Data. Customer grants FEEC and its sub-processors a worldwide, non-exclusive, royalty-free licence during the Subscription Term (and afterwards for as long as FEEC holds Customer Data under clause 14) to host, copy, process, transmit and display Customer Data as needed to provide, secure and support the Service and Professional Services, to comply with law and as otherwise permitted by the DPA.

10.3 Outputs. Customer may use, copy and distribute Outputs for any lawful business purpose, including Regulatory Submissions and public disclosures. FEEC retains ownership of the FEEC Materials that appear in or underlie Outputs (such as report templates and method descriptions), and grants Customer a perpetual, non-exclusive licence to use them as part of the Outputs.

10.4 Usage Data and aggregated data. FEEC may collect and use Usage Data, and may create aggregated and de-identified data from Customer Data that does not identify Customer, its Affiliates, its Assets or any individual (“Aggregated Data”), only to operate, secure, maintain, support and improve the Service and FEEC’s products. FEEC will not: (a) sell or license Customer Data, Usage Data about Customer or Aggregated Data to any third party; (b) publish or share Customer’s emissions figures, or benchmarks from which Customer or its Assets could be identified; or (c) use Customer Data to train artificial intelligence or machine-learning models made available to other customers or third parties.

10.5 Feedback. If Customer or its Authorised Users give FEEC suggestions, ideas or feedback about the Service, FEEC may use them freely without restriction or payment. Feedback does not include Customer Data or Customer’s Confidential Information, and FEEC will not identify Customer as the source without consent.

10.6 Restrictions. Customer must not, and must not allow anyone to, do anything prohibited by the AUP, including: copy, modify or create derivative works of the FEEC Materials (other than Outputs); reverse engineer, decompile or disassemble the Service or Software except to the extent that law expressly permits despite this restriction; resell, sublicense, rent or provide the Service to third parties except as permitted by clauses 3.5 and 3.9; remove proprietary notices; or use the Service or FEEC Materials to build a competing product.

10.7 Customer marks. FEEC may name Customer as a customer (by name and logo) in customer lists, unless Customer opts out by writing to legal [at] emitledger.com. Any case study or quotation requires Customer’s prior written approval.

11. Confidentiality

11.1 Definition. “Confidential Information” means information a party (the “Discloser”) discloses to the other party (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer’s Confidential Information. The FEEC Materials (other than those publicly available), non-public pricing, security information and the terms of Order Forms are FEEC’s Confidential Information.

11.2 Exclusions. Confidential Information does not include information that the Recipient can show: (a) is or becomes public without its breach; (b) it lawfully knew before receiving it without a duty of confidence; (c) it lawfully receives from a third party without a duty of confidence; or (d) it independently developed without using the Discloser’s Confidential Information.

11.3 Obligations. The Recipient will: (a) use Confidential Information only to perform or exercise its rights under this Agreement; (b) disclose it only to its and its Affiliates’ employees, officers, contractors, sub-processors, professional advisers, insurers and (for FEEC) potential investors or acquirers who need to know it and are bound by confidentiality duties at least as protective as this clause; and (c) protect it with at least reasonable care.

11.4 Compelled disclosure. The Recipient may disclose Confidential Information when required by law, court order or a regulator, if it gives the Discloser prompt notice (where lawful) and reasonable help to seek protection, and discloses only what is required.

11.5 Duration. These obligations last for the term of this Agreement and 5 years after it ends, and for trade secrets and Customer Data for as long as they remain confidential.

11.6 Remedies. A breach of this clause may cause harm for which damages are not an adequate remedy, so the Discloser may seek injunctive relief in addition to other remedies.

12. Suspension

12.1 Grounds. FEEC may suspend access to all or part of the Service for Customer or any Authorised User if: (a) an undisputed amount is overdue as described in clause 4.6(c); (b) FEEC reasonably believes that Customer’s or an Authorised User’s use breaches the AUP, clause 10.6 or clause 20, or threatens the security, integrity or availability of the Service or other customers’ data; (c) suspension is required by law, court order or a regulator; or (d) Customer becomes subject to an insolvency event described in clause 13.3(b).

12.2 Scope and notice. FEEC will limit suspension to what is reasonably necessary, will give prior notice where practical (and otherwise notice promptly afterwards) and will restore access once the cause has been resolved. Fees continue to accrue during a suspension caused by Customer.

13. Term, renewal and termination

13.1 Term. This Agreement starts when first accepted and continues until all Order Forms have ended.

13.2 Renewal. Unless the Order Form says otherwise: (a) annual Subscription Terms renew automatically for successive 12-month terms unless either party gives written notice of non-renewal at least 60 days before the end of the current term; and (b) month-to-month subscriptions renew monthly until either party gives at least 30 days’ written notice, effective at the end of a monthly billing period.

13.3 Termination for cause. Either party may terminate an Order Form or this Agreement by written notice if the other party: (a) materially breaches this Agreement and does not remedy the breach within 30 days after receiving written notice describing it (or 15 days for non-payment); or (b) becomes insolvent, makes an arrangement with creditors, has a receiver, liquidator, administrator or similar officer appointed, or ceases business, to the extent permitted by law.

13.4 Other termination rights. FEEC may also terminate immediately under clause 20.3 (sanctions). Customer may terminate under the sub-processor objection process in the DPA.

13.5 Effect of termination. When an Order Form ends: (a) Customer’s right to use the Service under it ends, and Customer must stop using the Service (and, for a Self-Hosted Licence, uninstall the Software as described in Schedule 1); (b) Customer must pay all Fees due up to the end of the Subscription Term, and, if FEEC terminates for Customer’s breach, all Fees for the rest of the Subscription Term become due immediately; and (c) if Customer terminates for FEEC’s uncured material breach, FEEC will refund prepaid Fees for the period after termination.

13.6 Survival. Clauses 4 (for unpaid amounts), 6, 8.4, 10, 11, 13.5, 14, 15.3, 16, 17, 21 and 23 to 25, and any other clause that by its nature should survive, survive termination.

14. Data export, return and deletion

14.1 Export during the term. During the Subscription Term, Customer’s administrators can export the full tenant dataset at any time using the Service’s export features (for example Excel/CSV and JSON exports, uploaded files and the audit log export).

14.2 Export after termination. For 30 days after the end of the Subscription Term (the “Retrieval Period”), FEEC will, on Customer’s written request to support [at] emitledger.com, provide an export of Customer Data in the Service’s standard export format, or give Customer’s administrators read-only access to run the export. Any other format or assistance is a Professional Service at FEEC’s then-current rates.

14.3 Deletion. After the Retrieval Period, FEEC will delete Customer Data from the live Service environment within 30 days. Customer Data in encrypted backups is not restored or used and is deleted as backups rotate out under FEEC’s backup retention schedule, which is currently up to 12 months. Until then, clauses 11 and the DPA continue to apply to it.

14.4 Exceptions. FEEC may keep Customer Data (a) where required by law, for as long as required, and (b) in Usage Data and Aggregated Data under clause 10.4. FEEC may keep a record of Customer’s account, Order Forms and invoices for its legal, tax and accounting purposes.

14.5 No liability after deletion. FEEC has no obligation to keep Customer Data after the periods described in this clause and has no liability for deleting it in accordance with this clause.

15. Security, data protection and availability

15.1 Security. FEEC will maintain appropriate technical and organisational measures designed to protect Customer Data, as described in Annex 2 of the DPA. They include tenant isolation enforced in the database by row-level security, encryption in transit, encrypted backups, multi-factor authentication, least-privilege access, audit logging and vulnerability scanning. FEEC may update these measures provided that it does not materially reduce the overall level of protection. FEEC does not currently hold ISO/IEC 27001 certification or a SOC 2 report, and does not represent that it does.

15.2 FEEC access to Customer Data. FEEC personnel do not access Customer Data through the application except (a) through time-limited support access that Customer approves, which is audited in Customer’s tenant, (b) when performing Professional Services Customer has requested, or (c) where reasonably necessary to operate the infrastructure, restore backups, investigate or respond to a security incident, or comply with law, in each case by a limited number of authorised personnel bound by confidentiality.

15.3 Data protection. The DPA forms part of this Agreement and governs FEEC’s processing of Personal Data in Customer Data as Customer’s processor. FEEC’s handling of Personal Data as a controller (for example account, billing and website data) is described in its Privacy Policy.

15.4 Availability and support. FEEC will provide availability commitments, support and service credits as described in the SLA for the Subscription Plan and Hosting Option in the Order Form. Service credits under the SLA are Customer’s sole and exclusive remedy for failing to meet availability commitments.

15.5 Sub-processors. FEEC may use sub-processors and subcontractors as described in the DPA and the sub-processor list at emitledger.com/legal/subprocessors.

16. Warranties and disclaimer

16.1 Mutual. Each party warrants that it has the authority to enter into this Agreement and that it will comply with the laws that apply to it in performing this Agreement.

16.2 Service warranty. FEEC warrants that, during a paid Subscription Term, the Service will perform materially in accordance with the Documentation (the “Service Warranty”). The Service Warranty does not apply to Beta Features, Pilot or free use, Regulatory Pack content, Emission Factor Library values, problems caused by Customer Data, Customer’s configuration, Customer’s systems, third-party services, modifications not made by FEEC, or use in breach of this Agreement.

16.3 Remedy. If Customer notifies FEEC in writing of a breach of the Service Warranty within 30 days after it first occurs, with enough detail to reproduce it, FEEC will use commercially reasonable efforts to correct the non-conformity. If FEEC cannot do so within 30 days after notice, either party may terminate the affected Order Form and FEEC will refund the prepaid Fees for the remainder of the Subscription Term after termination. This is Customer’s sole and exclusive remedy, and FEEC’s entire liability, for breach of the Service Warranty.

16.4 Disclaimer. Except for the express warranties in this Agreement, and to the fullest extent permitted by law, the Service, Software, Outputs, Emission Factor Library, Regulatory Packs, Documentation and all other FEEC Materials are provided “as is” and “as available”. FEEC and its licensors and suppliers disclaim all other warranties, conditions and representations, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement and accuracy, and any warranties arising from course of dealing or usage of trade. In particular, FEEC does not warrant that: (a) the Service will be uninterrupted, error-free or free of harmful components, or that all errors will be corrected; (b) Outputs will be accurate, complete or fit for any Regulatory Submission, or be accepted by any regulator, programme, verifier or third party; (c) any Regulatory Pack, method, factor or template reflects current law, regulation, guidance or official formats; or (d) use of the Service will achieve any emissions reduction, compliance outcome, rating, allowance, credit or financial result.

17. Limitation of liability

17.1 Unlimited liability. Nothing in this Agreement limits or excludes a party’s liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct; (c) death or personal injury caused by its negligence; or (d) any other liability that cannot be limited or excluded under applicable law.

17.2 Excluded losses. Subject to clause 17.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any: (a) indirect, incidental, special, consequential or punitive loss or damage; (b) loss of profits, revenue, business, contracts, anticipated savings, goodwill or reputation (whether direct or indirect); (c) fines, penalties, surcharges, sanctions or enforcement costs imposed by any regulator, government authority or programme, or costs of re-submitting, restating or correcting any Regulatory Submission; (d) losses relating to carbon credits, emission allowances, emissions trading, carbon taxes, offsets, methane fees or similar instruments or charges, including the cost of surrendering or purchasing allowances or credits, and loss of their value; (e) losses arising from reliance on Outputs, Regulatory Packs or Emission Factor Library values by Customer or any third party (including investors, lenders, verifiers, regulators and Customer’s own customers); or (f) loss or corruption of data, except FEEC’s cost of restoring Customer Data from its most recent available backup,

in each case even if the party was advised that the loss was possible.

17.3 Cap. Subject to clauses 17.1 and 17.4, each party’s total aggregate liability arising out of or relating to this Agreement, all Order Forms and SOWs, the DPA and the SLA, however arising, is limited to the Fees paid and payable by Customer to FEEC under this Agreement in the 12 months immediately before the event giving rise to the claim. If more than one claim arises, the cap applies to all claims together and is not increased. Service credits paid count towards the cap.

17.4 Outside the cap. The cap in clause 17.3 does not limit Customer’s obligation to pay Fees and Taxes.

17.5 Allocation of risk. The Fees reflect the allocation of risk in this clause, which each party accepts is reasonable in the context of a business-to-business software service used to support, not replace, Customer’s own professional judgement and verification.

17.6 Claims period. Any claim against FEEC must be notified in writing within 12 months after Customer became aware (or ought reasonably to have become aware) of the facts giving rise to it, to the extent permitted by law.

18. Indemnities

18.1 By FEEC. FEEC will defend Customer against any claim by a third party alleging that Customer’s use of the Service in accordance with this Agreement infringes that third party’s copyright, trade mark or patent, or misappropriates its trade secrets (an “IP Claim”), and will pay the damages and costs finally awarded against Customer, or agreed by FEEC in settlement, for that IP Claim.

18.2 Exceptions and remedies. FEEC has no obligation for an IP Claim to the extent it arises from: Customer Data; third-party data, services or datasets (including emission factor datasets); Beta Features or free use; combination of the Service with anything not provided by FEEC; modification not made by FEEC; use of a superseded version after FEEC made a non-infringing version available; or use in breach of this Agreement. If an IP Claim is made or is likely, FEEC may (a) obtain the right for Customer to continue using the Service, (b) modify the Service so it does not infringe without materially reducing its functionality, or (c) if (a) and (b) are not commercially reasonable, terminate the affected Order Form and refund prepaid Fees for the remainder of the Subscription Term. This clause states FEEC’s entire liability and Customer’s exclusive remedy for IP Claims.

18.3 By Customer. Customer will defend FEEC, its Affiliates and their officers, employees and subcontractors against any claim, investigation or proceeding by a third party (including a regulator) arising from: (a) Customer Data, including a claim that Customer Data infringes rights, breaches law or was collected or submitted without required notices or consents; (b) use of the Service by Customer or its Authorised Users in breach of this Agreement, the AUP or law; or (c) Customer’s Regulatory Submissions, disclosures, or other use of or reliance on Outputs,

and will pay the damages, fines, and reasonable costs (including reasonable legal fees) finally awarded against FEEC, or agreed by Customer in settlement.

18.4 Procedure. The indemnified party must: (a) notify the indemnifying party promptly in writing of the claim (a delay only reduces the indemnity to the extent it causes prejudice); (b) give the indemnifying party sole control of the defence and settlement, although no settlement may impose an admission or obligation on the indemnified party without its consent (not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party’s cost. The indemnified party may take part with its own counsel at its own cost.

18.5 Limits. Indemnity obligations are subject to clause 17, except as stated in clause 17.4.

19. Subcontractors and personnel

19.1 FEEC may use Affiliates, subcontractors and sub-processors to perform this Agreement. FEEC remains responsible for their performance of FEEC’s obligations. Sub-processors of Personal Data are governed by the DPA.

19.2 Neither party will, during the term and for 12 months after it, directly solicit for employment any employee of the other party with whom it worked closely under this Agreement, except through general advertisements not targeted at those employees.

20. Export controls, sanctions and anti-bribery

20.1 Export controls and sanctions. Each party will comply with the export control and economic sanctions laws that apply to it, including those of Hong Kong, the United Nations Security Council, the European Union, the United Kingdom and the United States, as applicable (“Trade Laws”). Customer represents and warrants that neither Customer, its Affiliates, nor any Authorised User is: (a) the target of sanctions or listed on a sanctions or restricted-party list under Trade Laws; (b) owned 50% or more or controlled by such a person; or (c) located, organised or ordinarily resident in a country or territory subject to comprehensive sanctions.

20.2 Use. Customer will not use the Service, or allow access to it, in breach of Trade Laws, including for the benefit of a sanctioned person, or for any Asset, project or activity in respect of which the provision of software or services is prohibited under Trade Laws.

20.3 Termination. FEEC may suspend or terminate this Agreement immediately by notice, without liability, if FEEC reasonably determines that continued performance would breach Trade Laws or expose FEEC to sanctions risk, or if Customer breaches this clause.

20.4 Anti-bribery. Each party will comply with applicable anti-bribery and anti-corruption laws, including the Prevention of Bribery Ordinance (Cap. 201) of Hong Kong, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, where they apply. Neither party will offer, give, request or accept any bribe, facilitation payment or improper advantage in connection with this Agreement. A breach of this clause is a material breach that cannot be remedied.

21. Force majeure

21.1 Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control (“Force Majeure Event”), including: natural disasters, epidemics, war, terrorism, riots, civil unrest, government action, sanctions changes, labour disputes (other than of the affected party’s own workforce), failures of public utilities or telecommunications networks, internet backbone or DNS failures, outages or failures of hosting, data-centre, cloud or network providers, and cyber-attacks, including denial-of-service attacks, ransomware or zero-day exploits, that could not have been prevented by measures consistent with the party’s security obligations under this Agreement.

21.2 The affected party will notify the other promptly, use reasonable efforts to mitigate the effects and resume performance as soon as practicable. If a Force Majeure Event prevents the provision of substantially all of the Service for more than 30 consecutive days, either party may terminate the affected Order Form by written notice, and FEEC will refund prepaid Fees for the period after termination.

22. Changes to this Agreement

22.1 FEEC may update this Agreement, the SLA, the AUP and the DPA from time to time by publishing a new version at emitledger.com/legal and notifying Customer’s administrators by email or in the Service at least 30 days before the change takes effect.

22.2 For Customers on an annual Subscription Term under a signed Order Form, a change that is materially adverse to Customer takes effect at the start of the next renewal term, unless it is required by law or relates to security, in which case it takes effect on the date stated in the notice.

22.3 Changes to an Order Form or SOW must be agreed in writing by both parties.

23. Governing law and dispute resolution

23.1 Escalation. Before starting arbitration, a party must give written notice of the dispute. Senior representatives of both parties will meet (in person or by video) and try in good faith to resolve it within 30 days of the notice. This does not prevent a party from seeking urgent interim or injunctive relief.

23.2 Governing law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, is governed by the laws of Singapore.

23.3 Arbitration. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration is Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration is English. Either party may apply for the expedited or streamlined procedures under the SIAC Rules where they are available.

23.4 Confidential proceedings. The existence, content and outcome of any arbitration are Confidential Information of both parties, except as needed to enforce an award or as required by law.

23.5 Interim relief and debt recovery. Nothing in this clause prevents either party from seeking urgent interim, conservatory or injunctive relief from any court of competent jurisdiction.

23.6 No UN Sales Convention. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24. Notices

24.1 To FEEC. Legal notices (breach, termination, indemnity claims, disputes) must be sent by email to legal [at] emitledger.com and, for notices of breach, termination or dispute, also by courier to FEEC’s registered office at Unit B6, 12th Floor, Wing Wah Building, No. 677 King’s Road, Quarry Bay, Hong Kong.

24.2 To Customer. FEEC may send notices to the email address of Customer’s contact or administrators in the Order Form or Service, or by courier to Customer’s address in the Order Form. Operational notices (such as maintenance, sub-processor changes and policy updates) may be sent by email or shown in the Service.

24.3 Receipt. An email notice is received when sent unless the sender receives a delivery failure. A courier notice is received on delivery.

24.4 Other contacts. Support: support [at] emitledger.com. Security: security [at] emitledger.com. Privacy: privacy [at] emitledger.com. Sales and Order Forms: sales [at] emitledger.com.

25. General

25.1 Assignment. Neither party may assign or transfer this Agreement without the other’s prior written consent (not to be unreasonably withheld), except that either party may assign it without consent to an Affiliate or to a successor in a merger, acquisition, corporate reorganisation or sale of all or substantially all of the business or assets to which this Agreement relates, provided that the assignee is not a competitor of the other party or a sanctioned person and agrees in writing to be bound. Any other purported assignment is void.

25.2 Entire agreement. This Agreement (with the documents in clause 1.1) is the entire agreement between the parties about its subject matter and replaces all prior agreements, proposals and representations, including statements on the website, in presentations or in marketing material. Each party confirms it has not relied on any statement not set out in this Agreement. Nothing in this clause limits liability for fraud.

25.3 Severability. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable (or, if that is not possible, severed), and the rest of the Agreement remains in effect.

25.4 Waiver. A failure or delay in exercising a right is not a waiver. A waiver must be in writing.

25.5 Independent parties. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

25.6 Third parties. No one other than the parties (and their permitted successors and assigns) has any right to enforce any term of this Agreement, including under the Contracts (Rights of Third Parties) Act 1999 of Singapore.

25.7 Language. This Agreement is made in English. If it is translated, the English version prevails.

25.8 Counterparts and electronic signature. Order Forms may be signed in counterparts and electronically.

25.9 Publicity. Except under clause 10.7, neither party will issue a press release about this Agreement without the other’s prior written consent.

Schedule 1 — Self-Hosted Licence terms

S1.1 Licence. Subject to payment of the licence Fees, FEEC grants Customer a non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to install and run the Software in object-code or container-image form on infrastructure controlled by Customer (or its hosting provider acting for Customer), for its internal business purposes, within the Asset and environment limits in the Order Form (for example one production and one non-production environment).

S1.2 Customer responsibilities. Customer is responsible for the infrastructure, operating systems, databases, identity provider, network and physical security, backups, disaster recovery, monitoring, availability and access control of its deployment, and for applying updates FEEC provides. Clause 15.1, the availability commitments in the SLA and the DPA do not apply to Customer’s self-hosted environment, except where FEEC personnel access it and Personal Data under clause S1.5.

S1.3 Updates and support. The licence includes updates and standard support described in the SLA. FEEC supports the current release and the release before it. Customer should install security updates promptly and must install a supported release within 6 months after FEEC makes it available to remain eligible for support.

S1.4 Licence verification. The Software may report licence and usage counts (such as number of Assets and version) to FEEC, without Customer Data. Once a year, on 30 days’ written notice, FEEC may ask Customer to certify in writing its compliance with the licence limits. If use exceeds the limits, Customer will pay the additional licence Fees at FEEC’s then-current rates.

S1.5 Remote access. FEEC will access Customer’s environment only with Customer’s permission, using access methods Customer provides and controls. When FEEC accesses Personal Data in doing so, the DPA applies.

S1.6 End of licence. When the licence ends, Customer must stop using the Software and delete all copies (other than Customer Data and exports), and confirm deletion in writing on FEEC’s request. Customer Data remains in Customer’s environment and under Customer’s control.

S1.7 Deployment services. Deployment and hardening services are Professional Services under clause 9.