The Hotel Carbon Index Company Limited

[Carepar Website] Terms & Conditions

These terms and conditions describe how we will provide our Services to you, and set out your rights and obligations in agreeing to use the Services.   Please read these terms and conditions carefully before you use or register for the Services.  By using or registering for the Services you agree to be legally bound by these terms and conditions as may be modified by us and posted on our Website from time to time (together with any guidelines we may post on the Website).  If you do not agree to these terms and conditions you should not use or register for the Services.

You agree that the contract between us shall begin as soon as you complete the registration process or use our Services.  In order to use our Services or register to use our Services you will be required to [click on the ?Accept? button on our registration page or when you complete our registration renewal process].

We recommend that you print out a copy of these terms and conditions from the Website and retain them for your records.  However, we reserve the right to amend our terms and conditions from time to time.

You can contact us by post at the address below:

The Hotel Carbon Index Company Limited, PO Box 701 Godalming Surrey GU7 9AT United Kingdom

or by email: info@carepar.com

1                         Definitions and interpretation

1.1                    In these Terms and conditions:

"Account" means the storage space on our System reserved for your Customer Data and Carepar Data and the account holders? login area where you can set up Account Users, update your Customer Data,  Registration Information and mail preferences.  You can also renew your subscription to the Services .

"Account User" means any person authorised by you to obtain access to your Account and/or Customer Data and/or Carepar Data (or parts thereof);

"Carepar Data" means data produced, created or prepared by us using your Customer Data in the provision of the Services;

"Customer Data" means data transferred, entered, created, edited or used by you and/or an Account User in using the Website;

"Fees" means the annual fees for the provision of the Services as shown on the Website at the date of your registration or renewal;

"Intellectual Property Rights" means all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights, moral rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

"Password" means the password(s) allocated to you and your Account Users at registration or modified by you from time to time to enable you to prevent unauthorised access to your Account;

"Privacy Policy" means our privacy policy as available on the Website from time to time

"Registration Information" means user data that you submit to us at registration or renewal of your subscription to the Services;

"Services" means the provision by us of Carepar Data and other services offered by us from time to time.

"System" means the hardware platform and any other equipment, software, operating systems, control programs and other elements of the operating environment, telecommunications equipment and network used by us or on our behalf to provide the Services;

"Virus" means any virus, Trojan horse, worm, time bomb, cancelbot or any other computer code, file or software intended to interrupt, destroy or damage any computer or telecommunications system;

"We", "us" and "our" refers to The Hotel Carbon Index Company Limited (a company limited by shares and incorporated in England and Wales with registered number 06239016), whose registered office is Victoria House, 50-58 Victoria Road, Farnborough, Hants, GU14 7PG. United Kingdom [and whose VAT number is 928 1892 89];

"You" and "your" refers to a person lawfully registering to use our Services in accordance with these terms and conditions; and

"Website" means www.carepar.com.

1.2                    In this Agreement:

1.2.1              a reference to any provision of any enactment will be construed as a reference to that provision or enactment as amended, re-enacted or extended at the relevant time;

1.2.2              the singular includes the plural and vice versa;

1.2.3              references to any gender include every gender; and

1.2.4              references to persons include corporations, partnerships and other unincorporated associations or bodies of persons.

1.3                    A person who is not a party to these terms and conditions shall not have the right under the Contract (Rights of Third Parties) Act 1999 to enforce any of the terms and conditions.

2                         Our Services obligations

2.1                    We shall process your Registration Information and subject to confirmation that your payment of the related Fees has been successful, we will accept your offer to subscribe to the Services.  We will then email you confirmation details to the email address you provide at registration. 

2.2                    Once we accept your offer to subscribe to the Services and subject to your compliance with these terms and conditions, we shall:

2.2.1              register your choice of Account Users and set up their rights of access to your Customer Data and/or Carepar Data (or parts thereof);

2.2.2              enable you to input Customer Data and update that Customer Data up to 3 (three) times per year (such year to run from the date of [the confirmation email sent to you under clause 2.1]);

2.2.3              produce and provide you and your Account Users with access to the Carepar Data subscribed for by you; and

2.2.4              provide you with a continuous and reliable facility to input and update your Customer Data and access your Carepar Data, subject to clause 2.3 and 8.4.

2.3                    We will use reasonable endeavours to ensure the reliability and continuity of our Services and the System but they may be periodically unavailable due to the need to upgrade and maintain them.  Where we need to do so we will post notice of such down-time on the Website.

2.4                    We will provide the Services to you with reasonable skill and care. All other warranties implied by statute or common law are excluded to the fullest extent permitted by law.

3                         Your services obligations

3.1                    Your use of the Services is personal to you and your Account Users.

3.2                    You may only use the Services for your own personal use, and may not resell the Services or make any other commercial or business use of the Services without our prior written consent, which we may in our absolute discretion refuse to grant. For the purposes of this clause, personal use shall include use of the Services by corporations, partnerships and other unincorporated associations or bodies of persons for its own use and on its own account.

3.3                    You shall not, and shall procure that your Account Users shall not, abuse the Services or use them in any unlawful way. In particular, you and your Account Users may not:

3.3.1              input any information or data that is defamatory, libellous, grossly offensive, obscene, racist or menacing in character;

3.3.2              introduce or permit the introduction of any Virus to our System or the Website;

3.3.3              input any information or data that infringes the Intellectual Property Rights or proprietary rights of any third party;

3.3.4              circumvent any security or user authentication measures put in place by us or with our authority; or

3.3.5              reverse engineer or decompile any part of our System or make any attempt to do so.

3.4                    You shall, and shall procure that your Account Users shall, keep your Password(s) confidential and shall not disclose them to any other person, except where disclosure is required by law, by a court of competent jurisdiction or by another appropriate regulatory authority or body. Where disclosure is required, or where disclosure occurs inadvertently or is suspected by you to have occurred, you shall immediately notify us, giving full details of the circumstances of the disclosure. Where your Password(s) has been compromised, we shall endeavour to restrict access to your Account as soon as possible and issue you with a new Password(s). We shall not be liable for any loss or damage that results from your failure to safeguard your Password(s) and we reserve the right to disable your Password(s) at any time if in our reasonable opinion you have failed to comply with these provisions.

4                         Charges For Services

4.1                    You shall make payment of our Fees by way of credit or debit card [as authorised by our online credit card agency].

4.2                    You agree to pay all renewal Fees within 28 (twenty eight) days of their due date for payment.

4.3                    We shall send you a reminder at least 28 (twenty eight) days before the expiry of your subscription, and on the expiry date, that Fees for renewal of your subscription for the Services are due. If you choose to continue to subscribe to the Services, we reserve the right to terminate your subscription if any renewal Fees are not paid within 28 (twenty eight) days of their due date.

5                         Personal Data

5.1                    We may need to collect and use your and your Account Users' personal data (as defined by the Data Protection Act 1998 as amended) to enable us to offer the Services to you. You hereby consent to us using your and your Account Users' Registration Information and personal data for the purposes of the provision of the Services to you by us, our employees, agents or subcontractors, administering your Account and informing you of changes to our Services.

5.2                    [We may choose to provide you and your Account Users with information concerning other products, services or special deals that we offer by way of [email, SMS and/or MMS]. If you do not wish to receive such information please [tick the relevant box at registration for the Services or] contact us at the postal or email address above.]

5.3                    You hereby warrant that the Registration Information shall not:

5.3.1              be false, inaccurate or misleading;

5.3.2              infringe the Intellectual Property Rights or proprietary rights of any third party;

5.3.3              be defamatory, libellous or otherwise unlawful;

5.3.4              violate any law, statute, regulation or order (including, without limitation, those concerning consumer protection, unfair competition, anti-discrimination or the advertising of prohibited goods or services); or

5.3.5              contain any Virus.

5.4                    If we have reasonable grounds to suspect that Registration Information you have provided is untrue, inaccurate, misleading or fails to comply with clause 5.3 we may suspend or terminate your Account and refuse any and all current or future use of the Services.

5.5                    [For the purposes of the Data Protection Act 1998, the data controller is The Hotel Carbon Index Company Limited. We shall process your and your Account Users' Registration Information and personal data in accordance with the Data Protection Act 1998 and subordinate legislation. Personal data is stored within the EEA.

6                         Privacy policy

6.1                    Please read our Privacy Policy for information about how we use your personal data.

7                         Intellectual Property Rights Ownership

7.1                    All Intellectual Property Rights and proprietary rights in the Carepar Data shall vest in us, save that we grant you the perpetual, royalty free, non-exclusive, worldwide right to use the Carepar Data produced for you prior to termination of your subscription for the Services.

7.2                    All Intellectual Property Rights and proprietary rights in Customer Data and other data or material which is provided by you and/or your Account Users by way of the Website, shall remain your property save that you grant to us the perpetual, irrevocable, royalty free, non-exclusive, sub-licensable, worldwide right to use the same for the purposes of providing the Services and for any other commercial or non-commercial purposes.

7.3                    You grant to us a perpetual, irrevocable, royalty free, non-exclusive, sub-licensable, worldwide licence to use the Intellectual Property Rights in your name and logo for the purposes of advertising, marketing and promoting the Services and the Website but for no other purpose.

7.4                    We shall provide you with an advance copy of any materials incorporating such Intellectual Property Rights as you licence to us under clause 7.3, in order that you may provide comments on the same. However, we shall have no obligation to modify or alter any materials to take account of such comments.

8                         Term and Termination of the Services

8.1                    The Services are provided on a subscription basis for such terms as are set out on our Website and, once you have subscribed for a particular term, you are committed to that term and payment of associated Fees.

8.2                    You may terminate your subscription to the Services by giving written notice to us no later than 14 (fourteen) days prior to the expiry date of your subscription, notification of which date shall be made to you in accordance with clause 4.3.

8.3                    We may terminate your subscription to the Services:

8.3.1               by giving you not less than 14 (fourteen) days written notice of termination;

8.3.2              if you are in material breach of any of your obligations under these terms and conditions and fail to remedy the breach (if capable of remedy) within 28 (twenty eight) days after written notice by us specifying the breach and requiring the same to be remedied;

8.3.3              with immediate effect from the date of service on you of written notice if a resolution is passed or an order is made for your winding up (otherwise than for the purpose of solvent amalgamation or reconstruction where the resulting entity assumes all of your obligations under these terms and conditions) or you become subject to an administration order or an administrator, receiver or administrative receiver is appointed of all or part of your undertaking and assets;

8.3.4              with immediate effect from the date of service on you of a written notice if you cease or threaten to cease to carry on your business or are unable to pay your debts or become insolvent (within the meaning of the Insolvency Act 1986) or make or propose to make any arrangement or composition with your creditors;

8.3.5              with immediate effect from the date of service on you of a written notice if you suffer any analogous event to those set out in Clauses 8.3.3 and 8.3.4 in any other jurisdiction; or

8.3.6              subject to the circumstances set out in clause 8.4.

8.4                    We reserve the right to suspend or terminate the provision of the Services (without liability to you) if, due to circumstances beyond our control, we are unable to provide the Services. Such termination shall only be made if we are unable to provide the Services for a continuous period of [30] days or more.

8.5                    In the event of termination under clause 8.3.1, we shall reimburse you for the pro-rata portion of the remaining term for which you have paid Fees.

8.6                    In the event of termination under clauses 8.3.2 to 8.3.6, you shall not be entitled to reimbursement of any Fees paid.

8.7                    Upon termination of the Services, for whatever reason, we shall not be obliged to forward, store or process any Customer Data inputted by you and shall not be liable to any third party for the termination of the Services. We shall not be required to forward, permit access to or store any Carepar Data produced for you prior to termination of your subscription for the Services or enable or permit access to your Account.

9                         Limitation of Liability

9.1                    Except as provided in Clause 9.4 we shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of these terms and conditions for any loss of profits or goodwill or any indirect or consequential loss or damage whether caused by our negligence, breach of contract, tort or breach of statutory duty, or that of our employees, agents, sub-contractors or otherwise, arising out of or in connection with these terms and conditions or the provision of the Services.

9.2                    Except as provided in Clause 9.4 any other liability of us to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising out of or in connection with these terms and conditions or the provision of the Services is limited to value of Fees paid for the preceding 12 (twelve) months.

9.3                    Except as provided in Clause 9.4 any other liability of us to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising out of or in connection with this Agreement is limited in respect of each incident or series of connected incidents to the Fees paid for the preceding 12 (twelve) months.

9.4                    Notwithstanding any other provision of this Agreement, we do not exclude or limit our liability for:

9.4.1              fraud;

9.4.2              fraudulent misrepresentation;

9.4.3              death or personal injury caused by our negligence; or

9.4.4              any other liability which cannot lawfully be limited or excluded.

10                      Modifications to the terms and conditions

10.1                We reserve the right to modify these terms and conditions at any time. You agree to review the Website periodically to be aware of such modifications and accessing or using the Website or the Services constitutes your acceptance of these terms and conditions as they appear at the time of your access or use of the Website or the Services. If you do not wish to continue using the Services following our amendment of any of these terms and conditions, you may terminate the contract between us by giving us [28 (twenty eight) days'] written notice.

10.2                Following such termination, we shall reimburse you for the pro-rata portion of the remaining term for which you have paid Fees for the Services.

11                      Other Terms

11.1                If any of the provisions of these terms and conditions are held by a court or other tribunal of competent jurisdiction to be invalid, unlawful or unenforceable, then such provisions shall be limited or eliminated to the minimum extent necessary so that these terms and conditions shall otherwise remain in full force and effect.

11.2                These terms and conditions govern the relationship between you and us concerning this Website and the provision of the Services by us. They may not be modified except as described elsewhere in these terms and conditions. Anything contained in this Website or the Services that is inconsistent with or conflicting with these terms and conditions is superseded by these terms and conditions.

11.3                If we fail at any time to insist upon strict performance of any of your obligations under any of these terms and conditions or if we fail to exercise any of our rights or remedies to which we are entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.  A waiver by us of any default shall not constitute a waiver of any subsequent default.

12                      Governing Law

12.1                English law applies to these terms and conditions and you and we agree to submit to the [non-]exclusive jurisdiction of the English courts as regards any claim or matter arising under these terms and conditions