ekko Terms & Conditions for Merchants | ekko

These terms and conditions (“Terms”) apply between you, the Merchant (the “Merchant” or “you”) and Ekko Earth Limited (trading as ekko) a company incorporated and registered in England and Wales with company number 12338538 whose registered office is at 128 City Road, London, United Kingdom, EC1V 2NX (“ekko” and “we” and “us”) as set out below.

ekko makes its products available to a number of Payment Service Providers or on ecommerce platforms (an ekko “Customer”). The Merchant has a pre-existing relationship with one of ekko’s Customers, in this case Shopify, and is accessing ekko’s products via Customer infrastructure.

Any capitalised words used in these terms are defined in Appendix 1 or, within the body of the terms.

Use of the services

In consideration of the mutual promises and obligations set out herein, we grant to you a non-exclusive, non-transferable, non-sublicensable right during the Term for you to use the Services (including the API and ekko Data) solely for the purposes of enabling: in the case of Card Users: to understand their carbon footprint when using their Card and, where applicable, pay to offset that carbon footprint; in the case of Purchasers: to understand the carbon footprint associated with purchases and pay to offset that carbon footprint; and in the case of Merchants: to understand the carbon footprint of sales made by Merchants within their retail channels and on premises and paying to offset that carbon footprint; to pay to offset the carbon footprint of their Card Users, should they choose to do so.
We shall provide the Services to you in accordance with these terms and conditions.

Term and termination

This Agreement will start on the date that these terms and conditions are agreed to (by whatever process the Customer or ekko have required the Merchant to do so).
The Agreement shall end on the date that the Merchant ends their relationship with the Customer.
You or we can terminate this Agreement by giving the other party written notice of the termination where: the other party is in material breach of any of its obligations under this Agreement and that party has not been able to fix that breach within 30 days of receiving a notice that there has been a breach that needs to be fixed; the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or where the other party has experienced an Insolvency Event.
On termination of the Agreement for any reason, all Services and any rights or access given to you under this Agreement will stop, unless we have agreed otherwise, and you will immediately pay us any money that is outstanding under the Agreement relating to any Additional ekko Services used up to the date of termination.

ekko’s obligations

Whilst this Agreement is in place we will provide you with the Services, subject to the terms of this Agreement.
We will, throughout the term of the Agreement: try to ensure that we provide the Services to at least the standard that would reasonably be expected from a supplier of this type of service; and ensure that we have the right to enter into this Agreement with you and that we have all of the licences, consents and any permissions that we need to be able to carry out our obligations under this Agreement.
If you have any problems with your use of the Services you should contact the Customer who will then contact us. We will try and correct any issues with the API within a reasonable time.
This Agreement shall not prevent ekko from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products or services which are similar to those provided under this Agreement.
ekko shall use reasonable endeavours to notify the Customer in advance of scheduled maintenance of the API or the Services which may result in downtime but the Merchant acknowledges that it may receive no advance notification for downtime caused by emergency or non-scheduled maintenance. For the avoidance of doubt, ekko does not guarantee uninterrupted availability of the API or Services unless expressly agreed in an Order Form.
Without prejudice to its other rights, ekko may suspend provision of the Services immediately where reasonably necessary to: comply with applicable law, regulation or regulatory guidance; respond to a regulatory inquiry or enforcement action; or mitigate a material legal or compliance risk.

Your obligations

You agree and commit to us that: you will provide the Merchant Data and Card User Data in accordance with the API Documentation in close to real time via our API; you have the right to legally bind yourself to this Agreement and that you are not in any way legally restricted or prohibited from accessing or using the Services; you will carry out all of your responsibilities set out in this Agreement within the agreed timeframe, or if no specific timeframe is agreed, within a reasonable timeframe; and if there are any delays or failures in your giving assistance to us, then we may not be able to provide the Services on time, or in some cases at all; you and you alone will be responsible for any network connections or telecommunications links needed to provide us with Merchant Data and Card User Data and to use the Services; you will not attempt to build a product or service which competes with the ekko Data or any part of the Services; you will not make the Services or any ekko Data available to any third party, or attempt to commercially exploit them in any way; and you will co-operate with us in all matters relating to the Services, including by promptly providing us with all information we reasonably request in connection with the Services; and you agree that any donations made to ekko Good Causes as part of these Services shall be made to the ekko Good Causes that have been agreed upon between ekko and the Customer.
Except as expressly stated in this Clause 4, the Merchant has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API or the Services, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).
The Merchant shall not use the API or ekko Data other than as specified in this Clause 4 without the prior written consent of ekko.
Without prejudice to its other rights and remedies under this agreement, should the Card User, Customer or the Merchant use the API or ekko Data other than as specified in this Clause 4 without the prior written consent of ekko, ekko may, in its sole discretion: terminate this Agreement, or suspend the Merchant’s access and use to the API and the ekko Data, on written notice with immediate effect; and/or require the Merchant to pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which ekko would have charged (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in Clause 8.3, from such date to the date of payment.
ekko shall be entitled to suspend the Merchant’s access to, and use of, the API and the ekko Data under Clause 4.4.1 until such time as the breach is remedied to ekko’s reasonable satisfaction, which may include where payment is required under Clause 4.4.2 until ekko has received that payment in cleared funds from the Merchant.
We will not be responsible for any failures or delays in providing the Services where those failures or delays are caused directly by something that you have or should have done.
The Merchant warrants that during the Term of the Agreement it has the right to sub-licence the use of Merchant Marks to ekko for promotional purposes including but not limited to referring to any Merchant’s name, brand or logo on ekko’s website or in ekko marketing or promotional materials.
Where ekko provides via the API or otherwise, as part of any of the Services, a calculation of what the price would be to offset the carbon footprint of any purchases or transactions, the Merchant shall in no event be permitted to charge Purchasers or Card Users (whichever the case may be) a price higher than the price provided by ekko. In the event that the Merchant did charge a price higher than the price provided by ekko for the offsetting of carbon footprint for any such purchases or transactions, any proportion in excess of the price provided by ekko which the Merchant receives, must be paid to ekko by Customer within thirty (30) days.

Data licences

In order to provide our Services, we take data that you provide to us about products or services that Card Users and/or Purchasers are able to purchase via applicable retail channels (Merchant Data), match it with certain transaction data (in respect of the Card Users this would include Card User Data), and, where relevant, use them to form the data needed to provide the Services, from time to time.
We will own all rights, title and interest (including all Intellectual Property Rights) to all of the ekko Data.
You and only you will be responsible for the legality, reliability, integrity, accuracy, timeliness and quality of Merchant Data and Card User Data which is provided to us via any integration method that is agreed between you and us.
You will allow us, and will ensure that any relevant third parties allow us, to use Merchant Data and Card User Data so that we are able to provide the Services to you during the Term, and to use the Merchant Data and Card User Data at any time to create ekko Data. You will allow us, and ensure that any relevant third parties allow us, to use the Merchant Data and Card User Data at any time for our own internal business purposes.
We will not make any part of the Merchant Data, Card User Data or the ekko Data available to any third party in any way that the data can be identified as coming from you, whether during or after the term of this Agreement. However, nothing shall preclude ekko from using Merchant Data, Card User Data and/or the ekko Data whether during or after the term of this Agreement for any purposes including (but not limited to) the development of future ekko products and services, provided always that any such Merchant Data, Card User Data and/or ekko Data shall be in anonymised form.
We will not be responsible for any failure to provide parts of ekko Data and/or the Services where we have not been able to produce the ekko Data and/or provide the relevant parts of the Services because you have not provided us with the relevant Merchant Data or Card User Data.
By virtue of relying on information provided by third parties (such as the Merchant Data and Card User Data) to produce the ekko Data, ekko gives no warranties as to the accuracy, completeness, timeliness, integrity or fitness for purpose of the ekko Data.
ekko does not warrant that: the Customer’s use of the API will be uninterrupted or error-free; the API and/or the ekko Data will meet the Customer’s requirements; or the API and/or the ekko Data will be free from Vulnerabilities or Viruses.
Upon termination or expiry of this Agreement: ekko may retain Merchant Data and Card User Data for a reasonable period for compliance, audit and legal purposes; the Merchant may request export of Merchant Data within thirty (30) days of termination, after which ekko may delete or anonymise such data; ekko may retain anonymised or aggregated data indefinitely.

Systems and security

The Merchant: is solely responsible for the operation and security of the Application (though this may be provided by ekko’s Customer); shall be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from the Application to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet; will take reasonable steps to secure the API and the ekko Data from infringement, misappropriation, theft, misuse of unauthorised access; shall comply with the API Documentation; and shall at all times implement security measures in accordance with Best Industry Practice to protect the API against unauthorised or unlawful operations and against accidental, unauthorised or unlawful destruction, damage, loss, alteration, disclosure or access.
The Merchant shall not (and shall procure that the Card User’s shall not) use the API: in any way that could be harmful to ekko’s systems (including the Services) or data (including uploading or introducing any material that contains a Virus or Vulnerability); in any way which might infringe the Intellectual Property Rights of third parties; or for any unlawful purpose whatsoever.
Where the Merchant or its personnel access any ekko-hosted website, dashboard or portal in connection with the Services, the Merchant shall: not introduce any Virus or Vulnerability; not attempt to gain unauthorised access to ekko systems or infrastructure; not conduct any denial-of-service or similar attack; not use any automated tools, scraping tools or bots other than those expressly authorised under the API Documentation. Any breach of this clause shall constitute a material breach of this Agreement.
The Services may contain links to third-party websites, registries or project documentation. ekko does not control and is not responsible for the content, policies or practices of any third-party sites. Accessing such sites is at the Merchant’s own risk.

Service usage data

We are allowed to collect and keep Service Usage Data. We may use this Service Usage Data for statistical analysis, for improving the Services, for billing, and for monitoring of your compliance with this Agreement. You will provide full answers to any reasonable questions that we may have about your usage of the Services where we suspect that you are in breach of any term of the Agreement within a reasonable timeframe.

Fees and payment

In some deployments of the ekko Services, the Merchant will receive monies that Purchasers or Card Users have paid in consideration of the Services provided by ekko. In these deployments, ekko shall invoice the Merchant for this consideration.
The Customer shall pay all invoices: in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; in the currency set out in the invoice; and to the Bank account set out in the invoice
Where sums due under these terms and conditions are not paid in full by the due date: ekko may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Barclays Bank plc from time to time in force; and Interest shall accrue on a daily basis, and apply from the due date for payment until actual payment whether before or after judgment.
All amounts and fees in this Agreement do not include value added tax (“VAT”), which will be added to ekko’s invoice(s) at the appropriate rate.
If the Merchant believes that an invoice is incorrect, it must notify ekko in writing within fourteen (14) days of the invoice date, providing reasonable detail of the alleged error. If no such notice is received within that period, the invoice shall be deemed accepted.
Except where required by law or expressly agreed in writing, Fees are non-refundable. Termination of this Agreement shall not entitle the Merchant to a refund of Fees already paid for Services delivered prior to termination.
ekko may increase the Fees with effect from the first anniversary of the Effective Date provided it has given the Customer at least 30 days’ written notice. ekko and the Customer shall have an annual review in advance of the implementation of any price increases.
The Merchant shall allow ekko and/or its agents to access, inspect and audit the Customer’s records, accounts and other relevant information and premises (including the making and removal of copy documents): during normal Business Hours on Working Days subject to a minimum of seven Working Days’ notice; and not more often than two times in any rolling 12-month period, to the extent this is reasonably required for the purpose of verifying the Customer’s compliance with its obligations under this Agreement.
ekko shall pay the auditor’s reasonable costs and otherwise bear its own costs in connection with the audit or inspection, unless the records show that ekko has been underpaid or the Customer is in breach of this Agreement, in which case the Customer shall pay: the costs of the auditor and ekko’s other reasonable costs in connection with the audit or inspection; and any amount by which ekko has been underpaid and applicable interest calculated in accordance with this Agreement within 14 days of ekko’s written request.
When conducting audits, ekko shall comply with the Merchant’s reasonable directions in order to minimise disruption to the Merchant’s business and to safeguard the confidentiality of the Merchant’s other confidential information.
ekko will only purchase the third party supplies required for plastic removal, reforestation, and carbon offsetting or donate to ekko Good Causes following payment by the Merchant of the relevant invoice.
Each Party shall bear their own costs, however incurred, associated with the deployment of ekko products, change requests, ad hoc special projects as part of the implementation of the Services, unless specifically agreed otherwise.
Impact Sourcing and Certification: ekko shall use reasonable endeavours to source carbon credits, environmental instruments, conservation contributions or similar impact mechanisms from recognised standards bodies, registries, NGOs, governmental or international organisations. The specific project, registry, geography or standard used may vary from time to time based on availability, market conditions or strategic considerations. Where applicable, ekko shall use reasonable endeavours to ensure that carbon credits are retired or cancelled on the relevant registry in a manner consistent with industry practice. The Merchant acknowledges that environmental markets are subject to regulatory and market developments and ekko does not warrant the ongoing regulatory classification or treatment of any environmental instrument.

Data protection

Each of us is an independent controller of any Personal Data we respectively handle under this Agreement. We and you will each at all times comply with our obligations under all applicable Data Protection Legislation in connection with the performance of our obligations or exercise of our rights under this Agreement.
You and we will provide each other with such reasonable cooperation, information and assistance as may be required to allow the other party to comply with its obligations under applicable Data Protection Legislation. Neither you nor we will perform our obligations under this clause in any way that causes the other party to breach any of its obligations under applicable Data Protection Legislation.
Although neither party expects that there will be any controller-processor relationship under this Agreement, each of us agrees that, if any Personal Data is processed under this Agreement by either party to this Agreement as a processor: (a) the parties will modify this Agreement as necessary to include the details of such processing as required by Data Protection Legislation; and (b) with respect to the Personal Data processing that is the subject of the controller-processor relationship, the party acting as the processor will: process (and procure that any permitted sub-processors will process) the Personal Data only in accordance with the instructions of the other party and as otherwise required by applicable law (subject to the processor notifying the other party of such legal requirement before processing unless such notification is prohibited by applicable law on important grounds of public interest); put in place, and ensure that any permitted sub-processors put in place, appropriate technical and organisational measures to ensure: the protection of the rights of the relevant data subjects; and a level of security appropriate to the risks that are presented by the processing, in particular protection from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed under this Agreement; and take reasonable steps to ensure the reliability of any of its staff who will have access to the Personal Data and to ensure that anyone who accesses it respects and maintains all due confidentiality; not use any sub-processors in the performance of the Agreement without the prior written approval of the other party; immediately notify the other party of any actual, potential or alleged breach of the provisions of this Clause 9.3, and provide full cooperation and assistance to the other party in respect of such breach; provide full cooperation and assistance to the other party in ensuring compliance with: each party’s obligations to respond to requests from any data subject(s) seeking to exercise its/their rights under Data Protection Legislation, including by notifying the other party of any written subject access requests the party receives relating to the other party’s obligations under the Data Protection Legislation; and the other party’s obligations under Data Protection Legislation to ensure the security of the processing, to notify the relevant data protection regulator, and any data subject(s) where relevant of any personal data breach(es), to carry out any data impact assessments (“DPIA”) of the impact of the processing on the protection of Personal Data, and to consult the relevant data protection regulator prior to any processing where a DPIA indicates that the processing would result in a high risk if steps are not taken to minimise the risk; and make available to the other party all information necessary to demonstrate compliance with the obligations set out in this Clause 9.3 and allow for and contribute to audits, including inspections, conducted by the other party or another auditor appointed by the other party. not transfer or permit any sub-processor to transfer any Personal Data to an international organisation or any third country without first: providing the other party with written notice, including full details of such transfers; ensuring that (except where the transfer is to a country that is subject to an adequacy decision of a relevant approving authority) any such transfer is effected using appropriate safeguards, and will (as relevant): (i) provide to the other party on request a copy of such safeguards entered into between the processor and any third party; and/or (ii) enter into such safeguards with the other party directly; and ensuring that any such transfer otherwise complies with Data Protection Legislation, including by carrying out or supporting the other party in carrying out a transfer impact assessment (as applicable).

Intellectual property rights

The Merchant acknowledges that ekko and/or ekko’s licensors (as the case may be) own all Intellectual Property Rights in anything developed or delivered to the Customer by ekko or on ekko’s behalf under this Agreement including any modifications and/or anything created from it (together the “ekko Materials”). For the avoidance of doubt, the API, ekko Data, ekko Marks, the API Documentation, and the Service Usage Data are all ekko Materials.
The Merchant shall have no rights in the ekko Materials or Feedback other than the right to use the same in accordance with the terms of this Agreement.
All rights, title and interest in any Feedback shall vest in ekko on creation. The Merchant hereby assigns to ekko all right, title and interest in and to the Feedback.
You and your licensors own all Intellectual Property Rights in the Card User Data and Merchant Data and any materials that you or your licensors owned and existed before this Agreement or are developed by or for you independently of this Agreement (“Merchant Materials”). The ekko Materials and Feedback will not be considered Merchant Materials.
The Merchant will promptly notify ekko in writing if the Merchant becomes aware of any infringement of any Intellectual Property Rights in the ekko Materials or Feedback and will fully co-operate with ekko in any legal action taken by ekko to enforce ekko’s Intellectual Property Rights.
We will indemnify you from and against any Losses you incur which arise out of any claim made or threatened against you alleging that your use of the Services, ekko Materials or the ekko Data in accordance with this Agreement infringes the Intellectual Property Rights of any third party.
You will indemnify us from and against any Losses we incur which arise out of any claim made or threatened against us alleging that the use of the Card User Data, Merchant Data or Merchant Materials in accordance with this Agreement infringes the Intellectual Property Rights or other rights of any third party.
The party indemnified above shall: promptly give the other party written notice of any relevant claim of which the indemnified party becomes aware; allow the other party to have conduct of and/or to settle any negotiations and/or proceedings in relation to any claim; not make any admission of liability, agreement or compromise in relation to any claim without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); and at the other party expense, give the other party such information and assistance in relation to the negotiations and proceedings in relation to any claim as is reasonably requested by the other party.
If any claim is made, or in ekko’s reasonable opinion is likely to be made, against the Merchant, ekko may at its sole option and expense: procure for the Merchant the right to continue to use the API, ekko Data or ekko Marks (or any part thereof) in accordance with the terms of this Agreement; modify the API, ekko Data or ekko Marks so that the same ceases to be infringing; replace the API, ekko Data or ekko Marks with non-infringing versions; or terminate the Agreement immediately by notice in writing to the Merchant and refund any of the Fees already paid by the Merchant as at the date of termination for the Services that had not yet been delivered to the Merchant.

Limitation of liability

Except as set out in clause 11.2 or as otherwise expressly stated in this Agreement: the Services, the API, the Additional ekko Services and the ekko Data are provided to you on an “as is” and “as available” basis; we will not be responsible for any loss or damage caused to you (or to your Group Companies or your or their agents or subcontractors) by any third party applications or platforms licensed by or controlled by you which may interface with the API; and neither of us will be responsible to the other in any way, for any loss of profits, loss of business, loss of revenue, loss of opportunity, depletion of goodwill and/or similar losses or pure economic loss (in each case whether direct or indirect), nor for any indirect or consequential loss.
In relation to the ekko Data, the Merchant acknowledges and agrees that: the ekko Data relies on third party data in order to be generated and so all carbon footprint measurements and offsetting calculations which form part of the ekko Data are an estimate only; the ekko Data is for informational purposes only and should not be relied on by the Merchant, Card Users and/or any other third parties; any decisions that the Merchant and/or Card Users take in relation to the ekko Data are their respective decisions alone and ekko accepts no responsibility for those decisions or their consequences; the Merchant will take all necessary steps to ensure that any third parties (including Card Users) which are provided access to the ekko Data by the Merchant (where expressly permitted under this Agreement) by way of licence, the terms of such licence shall contain obligations which shall have the same effect as the obligations set out in clauses 11.2.2 to 11.2.3.
Nothing in this Agreement limits or excludes either party’s liability: to the extent that such liability cannot be limited or excluded by law (including fraud and liability for death or personal injury resulting from negligence of either party, its employees, subcontractors or agents); under clause 12 (Confidentiality); or under the indemnity at clause 10.6 or 10.7.
Subject to clause 11.2 and 11.5, our total liability under or in connection with this Agreement arising out of or in connection with the Services will not, in respect of all events occurring in any Year, exceed the amounts paid or payable by you to us in respect of such Year.
The limitations and exclusions in this clause 11 apply to all Losses, however they arise in connection with this Agreement (including under contract, tort (including negligence) or otherwise).
The Services, ekko Data and any related materials are provided for informational purposes only. Nothing in the Services or this Agreement constitutes environmental, legal, accounting, tax, investment or regulatory advice. The Merchant is solely responsible for determining the suitability of the Services for its business and for ensuring compliance with applicable laws and regulations.

Confidentiality

Each party agrees to keep any Confidential Information of the other party confidential during the Term of this Agreement and after and to not use that Confidential Information for any of its own purposes or to share it with any third party (except for its professional advisors or if required by law) unless that party has prior written consent of the other party. This provision does not apply to information that is publicly known, or later becomes publicly known apart from where it becomes known because of a party to this Agreement, or later becomes known by a third party but not as a result of a breach of this clause. Each party will try its best to prevent the unauthorised disclosure of any such information.
Nothing in this Agreement will prevent a party from seeking injunctive relief or other urgent relief for any breach of clause 12.1, in any court in any jurisdiction in connection with this Agreement.

Notices

Any notice given under this Agreement should be in writing and will be valid only if it is delivered to the other party personally; or sent by pre-paid first class post or other next Working Day delivery service to the address set out in the Order Form; or any other address that the parties agree; or sent to the email address set out in the Order Form (or such other email address that the parties agree), with a hard copy being sent within 48 hours of sending the email.
A notice will have been properly received: (a) if it is delivered personally, when it is left at the address and for the contact named on the Order Form; (b) if sent by pre-paid first class post or other next Working Day delivery service, at 9am on the second Working Day after posting; (c) if sent by a recorded delivery service, at the time recorded by such service; or (d) if sent by email, at the time of sending, provided that any notice which would be treated as received outside Business Hours will be deemed to be given at the next opening of Business Hours.

General

Announcements: ekko shall be entitled to reference the Merchant as a user of the Services in ekko’s general marketing literature, including on ekko’s website and other online platforms. The reference to the Merchant for these purposes may include a reference to the Merchant’s corporate name and to any of its trade names and trade marks. We may ask you to work together with us to create a press statement to announce the use of the Services by you.
Assignment and Subcontracting: You will not transfer in any way any of your rights, liabilities and/or obligations under this Agreement to any third party, or subcontract any of your obligations under this Agreement to any third party without our prior written consent.
Waiver: No delay by any party to this Agreement in enforcing any right and/or continued performance of this Agreement will restrict the rights of that party, and no waiver of any right or of any breach of any contractual term will be deemed to be a waiver of any other right or other breach. No single or partial exercise of any remedy will restrict the further exercise of that or any other right or remedy.
Changes to the Agreement: This Agreement can only be changed by written agreement between you and us.
Third party rights: No part of this Agreement is intended to benefit or be enforceable by any party that is not you or us.
Entire agreement: This Agreement is the entire agreement between you and us relating to the Services. You and we both agree that neither of us has relied on anything said or done by any person (whether or not they are a party to this Agreement) except as set out in this Agreement.
Governing law and jurisdiction: This Agreement (and any obligations arising out of or in connection with it and any claim or dispute in relation to it) will be governed by and interpreted in accordance with English law. You and we both agree that the courts of England will have exclusive jurisdiction over any dispute or claim in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Interpretation: In this Agreement: (i) a reference to a party is to a party to this Agreement and includes that party’s personal representatives, successors and permitted assignees; (ii) a reference to persons includes individuals, corporations, unincorporated bodies and associations which are recognised at law; (iii) any reference to a statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it as from time to time amended, consolidated, re-enacted or replaced; (iv) any words introduced by the word “including” or any similar expression are to be construed as illustrative and shall not limit the sense of the related general words; (v) “subsidiary” and “holding company” have the meanings given to these terms in s1159 Companies Act 2006; (vi) writing includes email to the designated email addresses notified to by the recipient party to the notifying party from time to time.
Changes to these Terms: We may amend these Terms from time to time to reflect changes in law, regulatory requirements, industry practice, or our Services. Where we make material changes, we will provide reasonable notice to the Customer (which may be provided via email or via the Application). Continued use of the Services following such notice shall constitute acceptance of the amended Terms. If the Merchant does not agree to the amended Terms, it must cease using the Services.
Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure results from events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, governmental action, regulatory changes affecting environmental markets, cyber incidents, failure of suppliers or registries, or interruption of internet services. If a force majeure event continues for more than sixty (60) days, either party may terminate the Agreement on written notice.

Appendix 1 – Definitions

In this Agreement the following words and expressions have the following meanings:

For questions about these terms, please contact stores@ekko.earth.