Terms of Service
1st November 2023 Version 1.0
This Agreement (“Agreement”) sets forth the terms on which ENEN Green Services Private Limited (“ENEN Green”) the sole owner of “ENScope”, having its registered office at C-904, Block C, Vipul Plaza, Faridabad, Haryana, India, will permit you (“Customer”) to use the Services (as defined below).
The parties agree as follows:
1.1. Definitions. The following definitions apply in this Agreement:
Agreement. The General Terms in this document and all materials referred or linked to in here that together form the Customer Terms of Service, unless otherwise stated.
Authorized Payment Method. A current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.
Billing Period. The period for which you agree to prepay fees as per your subscription plan.
Confidential Information. All confidential information disclosed by a Party to the other Party, whether orally or in writing, and whether before or after the Effective Date, which is either designated as confidential by the disclosing party at the time of disclosure or otherwise which would be understood to be confidential given the nature of the information. Confidential Information includes the fact that the Customer is using the Services, all Customer Data and all Reports, as originally compiled by the Services. Confidential Information excludes any aggregated or anonymized information derived by ENEN Green from the Reports that is irreversibly disassociated with the Customer.
Contact Information. The name, email address, phone number, online username(s), telephone number, and similar information submitted by visitors to your landing pages on the Service or uploaded by you to the Service.
Customer Content. All content owned or generated by you. All uploaded, posted and generated content, images and files under your account remain the sole property of you, the Customer.
Customer Data. All data submitted by Customer to ENEN Green as a result of Customer’s use of the Services.
Documentation. Any user documentation, in all forms, provided to Customer by ENEN Green relating to the Services.
Effective Date. The date of this Agreement.
Intellectual Property Rights. Patents, rights to inventions, copyright and neighbouring and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, 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.
Parties. ENEN Green and Customer, each referred to respectively as a Party.
Personal Data. Any information relating to an identified or identifiable natural person, who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Proposal. A customized offer to you in order to use our Services.
Reports. The results and outcomes of the Customer’s use of the Services, specifically the greenhouse gas emission reports compiled by the Services on the basis of the Customer Data.
Services. All of our web-based applications, tools and platforms that you have subscribed to or that we otherwise make available to you, and are developed, operated, and maintained by ENEN Green, specifically through ENEN Green website that calculates company-level greenhouse gas emissions in line with the Greenhouse Gas Protocol for Scope 1, 2 and 3 emissions developed by the World Resources Institute and the World Business Council for Sustainable Development or in line with another methodology.
Subscription Plan. The use of any of our Services on a recurring basis.
Subscription Fee. The amount you pay for the Service.
Subscription Term. The initial term of your subscription to the applicable Service, as specified on your Subscription Plan(s), and each subsequent renewal term (if any).
Third Party Applications. Any online applications or offline software products or Services that interoperate with the Services which are not provided by ENEN Green.
User(s). Your employees, representatives, consultants, contractors or agents who are authorized to use the Service for your benefit and have unique user identifications and passwords for the Service.
User Account. A personal account created by an individual User to access and utilize the features of Services provided by ENEN Green.
“ENEN Green”, “ENScope”, “we”, “us” or “our” means the applicable contracting entity.
“You”, “your”, “user(s)” or “Customer” means the person or entity using the Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Subscription Plan as the customer and your Affiliates included in the scope of your purchase.
2. ACCESS TO AND USE OF THE SERVICES
2.1. Use of the Services. Subject to the terms and conditions of this Agreement, ENEN Green grants to Customer a worldwide, non-exclusive, non-transferable (except as permitted by this Agreement), licence, without the right to grant sub-licence, for the Term of this Agreement, to use the Services and the Documentation solely in connection with Customer’s internal business operations. Customer’s right to use the Services is subject to and contingent upon Customer’s compliance with this Agreement and ENEN Green reserves all rights not expressly granted herein.
2.2. Purchased Services. We will make the Services available to you under the terms of this Agreement and the relevant Subscription Plan, during the Term of that Subscription Plan. Every Subscription Plan you subscribe from us after the initial Subscription Plan will also be governed by the terms of this Agreement.
2.3. Additional Features. If we offer such, you may subscribe to additional features of the Service by placing an additional Subscription Plan or activating the additional features from within your User Account. This Agreement will apply to all additional Subscription Plan(s) and all additional features that you activate from within your User Account.
2.4. Availability and Uptime. We use commercially reasonable efforts to make the Services available 24 hrs/7 days a week, except for scheduled outages (which will be communicated in advance, if practicable), or when unavailability is caused by force majeure.
2.5. Downgrades. Depending on your Subscription Plan, you may be entitled to downgrade your subscription.
2.6. Modifications. We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
2.7. Customer Support.
Basic Support. We provide basic support for the Services, with reasonable technical support, at no additional charge.
Customized Support. If specific customer service applies to you, you can find this in your Subscription Plan.
2.8. Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorise third parties to:
copy, modify, transmit, distribute, frame, mirror, or attempt to reverse engineer, disassemble, reverse compile or otherwise reduce to human-readable form all or any part of the Services and/or Documentation (as applicable), in any form or by any means;
rent, lease, sell, transfer, distribute, exploit, or otherwise permit third parties to use the Services or Documentation without ENEN Green’s written consent;
use the Services or Documentation to provide services to third parties without ENEN Green’s written consent;
use the Services or the Reports in any way that purports or suggests that there is any affiliation between the Parties;
use the Services to store or transmit any infringing, obscene, defamatory or otherwise unlawful or tortious material, or any material that violates a third party’s privacy rights; or
interfere with, damage, disrupt the integrity or performance of the Services, including by circumventing or disabling any security or other technological features or measures of the Services;
2.9. Use Breach. Customer acknowledges that any breach of clause 2.3 (Use Restrictions) shall be treated as a material breach by Customer, entitling ENEN Green to terminate Customer’s access to the Services.
2.10. Compliance with Laws. Customer will use the Services, Documentation and the Reports in compliance with all applicable laws and regulations.
2.11. Protection against Unauthorised Use. Customer will use its best endeavours to prevent any unauthorised use of the Services and Documentation and promptly notify ENEN Green in writing of any unauthorised use that comes to Customer’s attention. If there is unauthorised use by anyone who obtained access to the Services directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorised use. Customer will cooperate and assist with any actions taken by ENEN Green to prevent or terminate unauthorised use of the Services or Documentation.
2.12. Reservation of Rights. ENEN Green grants to Customer a limited right to use the Services and Documentation under this Agreement. Customer will not have any rights to the Services or Documentation except as expressly granted in this Agreement. ENEN Green reserves to itself all rights to the Services and Documentation not expressly granted to Customer in accordance with this Agreement.
2.13. Third Party Applications. Customer acknowledges and agrees that, where it uses Third-Party Applications with the Services, such Third Party Applications may need to access Customer Data in order to interoperate with the Services. Customer acknowledges and agrees that ENEN Green shall not be liable for any disclosure, modification, or deletion of Customer Data resulting from any such access by Third Party Applications.
2.14. Feedback. If Customer provides any feedback to ENEN Green concerning the functionality and performance of the Services (including identifying potential errors, modifications and improvements), Customer hereby assigns to ENEN Green all rights, title and interest in and to such feedback, including any Intellectual Property Rights therein.
3.1. Free Trial. If you register for a free trial, we will make the Service available to you on a trial basis free of charge until the earlier of the end of the free trial period (if not terminated earlier) or the start date of your paid subscription. Unless you purchase a subscription to the applicable Service before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
3.2. Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your User Limits or Unit Limits (ii) you upgrade Services or base packages, (iii) you subscribe to additional features or Services, or (iv) otherwise agreed to in your Subscription Plan. We may also choose to decrease your fees upon written notice to you.
3.3. Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to 10% of your then-current fees. If this increase applies to you, we will notify you at least thirty (30) in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, you can choose to terminate your subscription at the end of your then-current term by giving the notice required in the 'Notice of Non-Renewal' section below.
3.4. Payment of Fees. If you are paying by credit or debit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
3.5. Payment Against Invoice. If you are paying by invoice, we will invoice all fees in conformity with the specifications in the Subscription Plan and the invoice relevant to the applicable Service. Your Billing Period is listed in the Subscription Plan. If nothing is mentioned this period is the same length as the Subscription Term. Unless specified otherwise in the applicable Subscription Plan or invoice, fees are due within 30 days of receipt of an invoice, plus applicable transaction-based taxes.
3.6. Payment Disputes. You and us shall work together in good faith to resolve any disputed invoices within fourteen (14) days of your notice to ENEN Green of the dispute.
3.7. Payment Information. You will keep your Authorized Payment Method, Contact Information, billing information complete and up to date for the payment of incurred and recurring fees, as applicable. Changes may be made on your Billing Page within your User Account. You authorize us to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancellable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a Partner that purchases on behalf of a client, you agree to be responsible for the Subscription Plan and to guarantee payment of all fees.
3.8. Sales Tax. Unless stated otherwise on your invoice, all fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. You will have no liability for any taxes based upon our gross revenues or net income. If you are subject to GST, all fees are exclusive of GST. You must have valid GST number to be able to receive GST inputs. At our request, you will provide us with the GST registration number under which you are registered in your state. If you do not provide us with a GST registration number prior to your transaction being processed, we will not issue input for any GST that was charged.
3.9. Withholding Tax. If you are required to deduct or withhold tax from payment of your invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the "Deduction Amount"). You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.
4. CUSTOMER OBLIGATIONS AND ACKNOWLEDGEMENTS
4.1. Customer Obligations. In using the Services, Customer agrees that:
the Services are only used for the purposes permitted by this Agreement, and in accordance with the Documentation;
where the Services are used in any way that results in the contravention of any laws or regulations (including laws and regulations governing confidentiality and the processing of Personal Data), ENEN Green shall not be responsible for such contravention or failure;
it is solely responsible for the accuracy of the figures and of any other Customer Data entered into the Services and used as basis for the Reports. ENEN Green does not verify the accuracy of any figures or other Customer Data;
it is solely responsible for any conclusions, decisions or filings it makes based on the Reports;
it is solely responsible for the input and maintenance of the Customer Data and for maintaining effective back-up procedures as may be necessary to replace any Customer Data in the event of loss or damage, regardless of cause;
it will promptly furnish ENEN Green with written confirmation on request, verifying that the Services are being used in accordance with the terms and conditions of this Agreement.
ENEN Green shall not be liable for any damage caused by errors or omissions in any information, instructions, scripts, or other Customer Data provided to ENEN Green by Customer in connection with the Services, or any action taken by ENEN Green at Customer’s direction;
5. PROPRIETARY RIGHTS
5.1. Rights in the Services. ENEN Green (and its licensors, where applicable) shall own all right, title and interest in and to the Services and Documentation, including to any and all enhancements, modifications, extensions and derivative works thereof. The technology provided by us as part of the Services is the proprietary property of ENEN Green, and all right, title and interest in the Services, including all associated intellectual property rights, remain only with ENEN Green. No rights are granted unless specifically provided in this Agreement.
5.2. Customer Data. Customer Data will be used and disclosed solely as required to perform the Services and in accordance with this Agreement. Customer will own Customer Data.
5.3. Aggregated or Anonymised Data. ENEN Green may derive aggregated or anonymized data from the Reports that is irreversibly disassociated with the Customer and use such information for commercial purposes (“ENEN Green Data”). ENEN Green shall own all right, title and interest in and to the ENEN Green Data. For the avoidance of doubt, ENEN Green Data shall not be considered Confidential information.
5.4. Reports. ENEN Green shall own all right, title and interest in and to the Reports. ENEN Green hereby grants to Customer a worldwide, perpetual, royalty-free, fully paid, transferable sub-licensable and irrevocable right to use the Reports for its commercial purposes in accordance with this Agreement.
5.5. Other Works. Except for any Customer Data, all Intellectual Property Rights in works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed or otherwise made (as necessary to establish authorship, inventorship, or ownership) by ENEN Green, solely or in collaboration with others, in the course of performing the Services, whether developed as part of the Services or separately, will be the sole property of ENEN Green.
5.6. Third Party Products. Any third party products that are provided by ENEN Green in connection with the Services are provided pursuant to the terms of the applicable third-party agreement, and ENEN Green assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any third party products.
6. PERSONAL DATA
7.1. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, OR (iv) was independently developed by the Receiving Party.
7.2. Non-Disclosure. Each Party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by subsection two of this clause.
7.3. Disclosing Confidential Information. In the event that the Receiving Party or anyone to whom the Receiving Party discloses the Confidential Information is required by applicable law, rule or regulation or the rules and regulations of an applicable stock exchange, or receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall: (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a requirement or request; (ii) consult with the Disclosing Party on the advisability of taking steps to resist or narrow such request; (iii) if disclosure of such Confidential Information is required, furnish only such portion of the Confidential Information that is required by applicable law, rule or regulation or the rules and regulations of such stock exchange to be disclosed, as the Receiving Party is advised by counsel; and (iv) cooperate fully with the Disclosing Party in its efforts to obtain (at the sole cost and expense of the Disclosing Party) an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed.
7.4. Allowed Disclosure. Each Party may disclose the other Party’s Confidential Information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.5. Allowed Use. 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.
8. WARRANTIES AND DISCLAIMER
8.1. Mutual Warranties. Each Party represents and warrants to the other that: this Agreement has been duly executed and delivered and constitutes a valid and binding Agreement enforceable against such Party in accordance with its terms; and no authorisation or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement.
8.2. ENEN Green Warranties. ENEN Green warrants to provide the Services in a manner consistent with generally accepted industry standards (i) in order to – with commercially reasonable efforts – ensure the online availability of the Services for a minimum of 99% availability in any given month (excluding ENScope scheduled outages), (ii) without material decrease in the functionality of the Services and no adversely changes made to the customer support. In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then Customer’s exclusive remedy and ENEN Green’s sole obligation for breach of the warranty will be for ENEN Green to provide a credit (if not applicable to Customer then a refund), for the month in question; provided that Customer notifies ENEN Green of such breach in writing within 30 days of the breach.
8.3. Customer Warranties. Customer warrants that:
the Customer Data do not infringe the Intellectual Property Rights or privacy rights of any third party;
it has secured all necessary rights, licences, permissions and consents necessary for ENEN Green to use the Customer Data in providing the Services;
the receipt and use of Customer Data in the performance of this Agreement by ENEN Green, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party;
it has not falsely identified itself nor provided any false information to gain access to the Services;
it will not remove any of ENEN Green’s logos, trademarks, designs, and/or identifying texts, from the Reports;
any billing information it provides to ENEN Green is correct.
8.4. Exceptions. We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Service by anyone other than us, or modification of the Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Service in violation of or outside the scope of this Agreement.
8.5. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN CLAUSE 8.1, ENEN GREEN MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OR GUARANTEE OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ENEN GREEN EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING FOR THE PURPOSE OF ANY REPORTING OBLIGATIONS STEMMING FROM APPLICABLE LAW), QUALITY OR ACCURACY. ENEN GREEN DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. ENEN GREEN DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. ENEN GREEN DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE ENEN GREEN SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL ALWAYS BE AVAILABLE. ENEN GREEN EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF CUSTOMER’S USE OF THE SERVICES.
9. INTELLECTUAL PROPERTY INFRINGEMENT
9.1. Indemnification of Infringement Claims. Customer will indemnify ENEN Green from and pay all damages, costs, losses and expenses (including reasonable legal fees) finally awarded against ENEN Green in any claim, proceeding or suit brought by a third party against ENEN Green alleging that the Customer Data infringe any Intellectual Property Rights.
10. LIMITATIONS OF LIABILITY
10.1. Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ENEN GREEN WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR ANY REGULATORY FINES, LOSS OF PROFITS, LOSS OF SALES OR BUSINESS, LOSS OF AGREEMENTS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO GOODWILL, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, OR ANY INDIRECT OR CONSEQUENTIAL LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING OUT OF CUSTOMER’S USE OF THE SERVICES.
10.2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL ENEN GREEN’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, BREACH OF STATUTORY DUTY OR OTHERWISE, EXCEED (A) THE TOTAL AMOUNT PAID BY CUSTOMER TO ENEN GREEN DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) IF NO FEES HAVE BEEN PAID, INR 2500.
10.3. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.
11. TERM AND TERMINATION
11.1. Term and Renewal. This Agreement will commence on the Effective Date and continue until terminated in accordance with the terms of this Agreement. Your initial Subscription Term will be specified in your Subscription Plan, and, unless otherwise or not specified in your Subscription Plan, your Subscription will automatically renew for the same Subscription Term as your previous one.
11.2. Notice of Non-Renewal. Unless otherwise specified in your Subscription Plan, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice is 90 days unless stated otherwise in your Subscription Plan. If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your User Account.
11.3. Early Cancellation. This Agreement may not be terminated prior to the end of the Subscription Term. You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.
11.4. Termination due to Misuse. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
11.5. Termination with Cause. Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors, or (iii) upon mutual agreement.
11.6. Termination without Cause. ENEN Green may terminate this Agreement without notice for any reason. Termination in accordance with this clause 11.2 will take effect when Customer receives written notice of termination from ENEN Green. ENEN Green may also suspend Customer’s access to the Services for any reason without notice to Customer.
11.7. Mutual Termination for Material Breach. If either party is in breach of any material term of this Agreement, the other party may terminate this Agreement at the end of a 30-day notice/cure period, where the breach has not been cured.
11.8. Suspension of Service for Violations of Law or Policy. We may immediately suspend the Services and remove your digital publications if it in good faith believes that, as part of using the Services, Customer may have violated a governmental law or rule, or court order, or otherwise violated our Agreement. We may try to contact you in advance, but it is not required to do so.
11.9. Post-Termination Obligations. If this Agreement is terminated for any reason, any and all liabilities accrued prior to the effective date of the termination will survive.
12.1. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Service.
12.2. Suspension for Present Harm. We will make commercially reasonable efforts to limit the suspension to the affected portion of the Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, other Customers or our Partners.
12.3. Effect of Termination or Expiration. If your paid subscription is terminated or expires, we will not continue to make available to you our Services.
13.1. Relationship. Each Party will be and shall act as an independent contractor (and not as the agent or representative of the other Party) in the performance of this Agreement.
13.2. Assignability. Customer may not assign its right, duties, and obligations under this Agreement without ENEN Green’s prior written consent.
13.3. Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by email to the email address provided by the Parties respectively. Notices sent by email shall be deemed given on the date of transmission.
13.4 Force Majeure. ENEN Green will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control.
13.5. Governing Law and Jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of India. Each Party irrevocably agrees that the courts of New Delhi shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
13.6. Waiver. The waiver by either Party of any breach of any provision of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
13.7. Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.
13.8. Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same Agreement. This Agreement may also be executed and delivered by facsimile and such execution and delivery will have the same force and effect of an original document with original signatures.
13.9. Entire Agreement. This Agreement, including all schedules is the final and complete expression of the agreement between the Parties regarding Customer’s use of the Services.
13.10. Interpretation. The Parties have had an equal opportunity to participate in the drafting of this Agreement and the attached schedules. No ambiguity will be construed against any Party based on a claim that the Party drafted the language. The headings appearing at the beginning of the clauses contained in this Agreement have been inserted for reference purposes only and must not be used to construe or interpret this Agreement. Any reference to any agreement, document, or instrument will mean such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Whenever the words “hereunder,” “hereof,” “hereto,” and words of similar import are used in this Agreement, they will be deemed references to this Agreement as a whole and not to any particular clause, or other provision hereof. The word “or” is used in the inclusive sense of “and/or.” The terms “or,” “any” and “either” are not exclusive.
13.11. Assign and Transfer. You may not assign or transfer this Agreement or an Subscription Plan to a third party, except the Agreement with all Subscription Plan may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of You.
13.12. No Partnership. The parties are independent contractors, and no partnership, joint venture or franchise is created. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Notwithstanding what is provided in Customer’s form purchase ordering document, any additional or conflicting terms are rejected by ENEN Green and do not apply.
14. VERSIONS OF TERMS
14.1. Validity of these Terms. These Terms constitute the entire agreement between you and us, and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter.
14.2. Update of Terms. We update these terms from time to time. If you have an active subscription with us, we will let you know when we update the terms by email and/or via your invoice thirty (30) days prior.
14.3. Archived Terms. You can find all current and archived versions of the above-mentioned documents in your User Account.
14.4. Survival of Terms. Any terms that by their nature survive termination or expiration of this Agreement, will survive.
14.5. Exclusion of Implied Terms. Any and all terms implied by statute that may apply to this Agreement are hereby expressly excluded to the fullest extent permissible by law.