AdGreen Carbon Calculator Terms & Conditions

1. Definitions

1.1. In this agreement, the following terms have the following meanings:

“Activity Data”: information about activities undertaken as part of a production being measured using the AdGreen carbon calculator.

“AdGreen”: Advertising Association AdGreen ltd is registered in England, company no. 12807514, VAT no. GB 355 1622 11 with its registered office at 5th Floor, 95 Aldwych, London, WC2B 4JF, UK.

“AdGreen Carbon Calculator”: the tools made available by AdGreen to assist the Company in calculating the carbon footprint of an advertising production project, currently available at app.weareadgreen.org.

“AdGreen Carbon Calculator Methodologies”: the methodology or methodologies made available by, and as updated by, AdGreen from time to time, setting out how the AdGreen Carbon Calculator processes Activity Data to generate Carbon Data.

“Carbon Data”: information about carbon amounts generated using the Activity Data multiplied by relevant carbon factors.

“Company”: the organisation named in the End User’s request for the creation of a AdGreen Carbon Calculator account, as described in Schedule 2.

“Company Data”: the data inputted to, processed, stored, or generated as part of use of the AdGreen Carbon Calculator by the Company, End Users, or AdGreen on the Company’s behalf. This includes Activity Data.

“Personal Data”: as defined in in Schedule 1.

“End Users”: the Company’s employees, contractors and staff, which the Company authorises to use the AdGreen Carbon Calculator. An End User may take on the role of user or admin for the given Company, as defined in Schedule 2.

1.2. Clause, schedule, and paragraph headings do not affect the interpretation of this agreement.

1.3. Unless the context otherwise requires, words in the singular include the plural and, in the plural include the singular.

2. Term

2.1. This agreement is between AdGreen and the Company.

2.2. The agreement comes into force when AdGreen registers the Company, following a request from an End User.

2.3. The agreement continues until either AdGreen or the Company terminates it.

3. AdGreen obligations

3.1. In consideration of the Company’s compliance with this agreement, AdGreen grants the Company, and the Company’s End Users, the right to use the AdGreen Carbon Calculator for the duration of the agreement.

3.2. Following the Company’s reasonable written request, AdGreen will use its reasonable efforts to provide to the Company:

3.2.1. technical documentation for the AdGreen Carbon Calculator; and

3.2.2. responses to short technical questions or questionnaires.

4. Company obligations

4.1. The Company shall:

4.1.1. comply with AdGreen’s reasonable instructions, guidelines and directions about the use of the AdGreen Carbon Calculator;

4.1.2.co-operate with AdGreen in all matters relating to the AdGreen Carbon Calculator, and do so in atimelymanner;

4.1.3.provide to AdGreen any information reasonably requestedbyAdGreenforthe operation of the agreement, accurately, comprehensively, in good faith, and in a timely manner following AdGreen’s request;

4.1.4. procure that, if its End Users use the AdGreen Carbon Calculator, they will do so in accordance with this agreement;

4.1.5.use all reasonable endeavours to prevent any unauthorised access to, or use of, the AdGreen Carbon Calculator by its End Users and, in the event of the Company becoming aware of any such unauthorised access or use, notify AdGreen; and

4.1.6. keep its access or security credentials for the AdGreen Carbon Calculator secret. If the Company becomes aware of a compromise, it must ensure that the relevant End Users immediately change their account passwords.

4.2. The Company shall not, and shall procure that its End Users do not:

4.2.1. provide any Personal Data (as defined in Schedule 1) to AdGreen unless necessary for its use of the AdGreen Carbon Calculator (such as each End User’s name and email address, for the purpose of creating and accessing their account);

4.2.2. permit any unauthorised person to access or use the AdGreen Carbon Calculator;

4.2.3. use the AdGreen Carbon Calculator to provide services to third parties;

4.2.4. use the AdGreen Carbon Calculator to derive a commercial benefit;

4.2.5. make, or attempt to make, any alteration to the AdGreen Carbon Calculator (other than through using specific facilities made available by AdGreen in the AdGreen Carbon Calculator for this purpose), or create or attempt to create any derivative work of the AdGreen Carbon Calculator;

4.2.6. use the AdGreen Carbon Calculator in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any activity which is any of these things; or

4.2.7. post anything to the AdGreen Carbon Calculator which is unlawful, illegal, fraudulent, discriminatory, or harmful, or connected with such a purpose or activity.

4.3. The Company warrants that the Company Data will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

5. Carbon Data accuracy

5.1. AdGreen shall use its reasonable efforts to ensure that the AdGreen Carbon Calculator calculates Carbon Data in accordance with the latest version of the AdGreen Carbon Calculator Methodologies.

5.2. Promptly upon becoming aware of a defect with the AdGreen Carbon Calculator’s implementation of the AdGreen Carbon Calculator Methodologies, AdGreen shall use reasonable efforts to begin to remedy the defect. AdGreen does not warrant that it will remedy the defect within any specific period of time, or that it will be able to remedy the defect.

5.3. The Company acknowledges that the Carbon Data is a product of the Activity Data, and that errors or omissions in the Activity Data will affect the Carbon Data. The Company is responsible for ensuring that the Activity Data are correct and complete.

5.4. AdGreen will not be liable to the Company for any losses or claims arising out of, or in connection with, inaccuracies in the Carbon Data, however those inaccuracies are caused. If there is an inaccuracy in the Carbon Data, the Company’s sole remedy is to notify AdGreen, so that AdGreen can take action in accordance with clause 5.2.

6. Service access, suspension, and maintenance

6.1. AdGreen will use its reasonable efforts to maintain and operate the AdGreen Carbon Calculator, but it does not warrant that it will always be available or functioning, nor that it will be fault-free.

6.2. AdGreen may restrict or suspend access to all or part of the AdGreen Carbon Calculator if, in AdGreen’s reasonable opinion, the Company is not using the AdGreen Carbon Calculator, the Company fails to comply with its obligations under this agreement, or if AdGreen consider it is necessary to do so:

6.2.1. to stop or mitigate any security or integrity incident, threat or vulnerability, or problem or attack affecting its network, equipment, or services (including any network, equipment, or services provided to any third party);

6.2.2. to deal with behaviour which, in its reasonable opinion, amounts to misuse of the services; or

6.2.3. to comply with a legal obligation.

7. Proprietary rights

7.1. AdGreen and/or its licensors own all rights (including intellectual property rights), title and interest in and to the AdGreen Carbon Calculator.

7.2. Nothing in this agreement assigns or otherwise transfers rights (including intellectual property rights), title and interest in and to the Company Data to AdGreen.

7.3. The Company licenses to AdGreen all such rights (including intellectual property rights) to the Company Data as are required by AdGreen to:

7.3.1. provide the AdGreen Carbon Calculator and its services to the Company and to other users of the AdGreen Carbon Calculator; and

7.3.2. prepare and distribute anonymous datasets, comparisons, and reports, using either or both Activity Data and Carbon Data, where there is no ability to re-identify the Company or End User

7.4. If the Company provides feedback or suggestions for amendments or improvements to the AdGreen Carbon Calculator, AdGreen may, but is not obliged to, implement any or all of the feedback or suggestions

8. Confidentiality

8.1. The Company shall not publicise or make available to any third party any output of the AdGreen Carbon Calculator in a manner which enables, directly or indirectly, the identification of another Company or End User of the AdGreen Carbon Calculator, without that other Company or End User’s consent.

8.2. AdGreen shall:

8.2.1. keep the Company Data strictly confidential;

8.2.2. not disclose the Company Data to any person without the Company’s prior written consent, other than (a) to other End Users of the AdGreen Carbon Calculator, according to their role, as set out in Schedule 2, or (b) in anonymous comparisons and reports;

8.2.3. use the same degree of care to protect the confidentiality of the Company Data as it uses to protect its own confidential information of a similar nature; and

8.2.4. not use any of the Company Data for any purpose other than the performing its obligations or exercising its rights under, or in connection with, this agreement.

8.3. Not withstanding clause 8.2, AdGreen may disclose the Company Data to its officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Company Data for the performance of their work with respect to the purpose for which it is provided and who are bound by a written agreement or professional obligation to protect the confidentiality of the Company Data.

8.4. This clause 8 imposes no obligations with respect to Company Data that:

8.4.1. is known to AdGreen before it was uploaded to the AdGreen Carbon Calculator and is not subject to any other obligation of confidentiality;

8.4.2. is or becomes publicly known through no act or default of AdGreen; or

8.4.3. is obtained by AdGreen from a third party in circumstances where AdGreen has no reason to believe that there has been a breach of an obligation of confidentiality.

8.5. The restrictions in this clause 8 do not apply to the extent that AdGreen is required to disclose any Company Data by any law or regulation, by any judicial or governmental order or request.

8.6. The provisions of this clause 8 shall continue in force for a period of five years following the termination of this agreement, at the end of which period they will cease to have effect.

9. Data protection

9.1. The parties shall comply with Schedule 1.

10. Liability

10.1. Nothing in this agreement limits or excludes either party’s liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.

10.2. Subject to clause 10.1, AdGreen’s total liability to the Company in respect of any claim or claims (connected or unconnected) arising out of or in connection with this agreement will not exceed the sums received by AdGreen which relate to the Company, whether received directly from the Company or indirectly via a third party, in connection with this agreement in the period of 12 months before the date of the first claim.

11. Termination

11.1. Either party may terminate this agreement immediately by notice to the other party at any time.

11.2. The following clauses survive termination of this agreement: 1, 5.4, 7.3, 7.4, 8, 10, 12, 13, and 14.

12. Notices

12.1. The parties agree that day to day communications in respect of this agreement may be carried out by email.

12.2. Any notice required to be given under this agreement shall be in writing and shall be sent either to the other party’s email address:

12.2.1. If to AdGreen, to support@weareadgreen.org

12.2.2. If to the Company, to an email address of an End User with an admin role on behalf of the Company, as held in the AdGreen Carbon Calculator or, in the case of a notice given by AdGreen, by a message or announcement within the AdGreen Carbon Calculator itself.

13. Dispute resolution

13.1. In the event of a dispute, the parties shall follow the following:

13.1.1. either party shall give to the other written notice of the dispute, setting out its nature and full particulars, and promptly after that, a senior manager of the Company and a senior manager of AdGreen shall attempt in good faith to resolve the dispute.

13.1.2. If the dispute is not resolved within 30 days of receipt of the written notice of the dispute, either party may litigate before the courts of England, which have exclusive jurisdiction.

13.2. A party must bring any claim relating to the construction, validity and performance of this agreement and any dispute or collateral matter relating to its subject matter (including non-contractual disputes or claims) within 12 months of the date on which the cause of action accrued.

14. General

14.1. Except as expressly set out in this agreement, all other conditions, warranties or other terms which might have effect on the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are excluded to the extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

14.2. No breach of any provision of this agreement shall be waived except with the express written consent of the party not in breach.

14.3. If any provision of this agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

14.4. Neither party shall, without the prior written consent of the other party, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement, except for corporate restructuring within the first party’s corporate group.

14.5. This agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation, or settlement under or relating to this agreement are not subject to the consent of any third party.

14.6. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.7. AdGreen may vary this agreement on 30 days’ notice to the Company.

14.8. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14.9. This agreement constitutes the entire agreement between the parties in relation to the subject matter of this agreement, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.

14.10. The construction, validity and performance of this agreement and any dispute or collateral matter relating to its subject matter (including non-contractual disputes or claims) is governed by and construed in accordance with the laws of England.

SCHEDULE 1: Data Processing

1. Interpretation

1.1. References in this Schedule 1 to a Regulation are to:

1.1.1. if EC Regulation 2016/679/EC (also known as the “GDPR”) applies to the Processing, the GDPR; or

1.1.2. the GDPR as amended by the UK’s Data Protection Act 2018 (also known as the “UK GDPR”).

1.2. References to an Article are to an Article of the Regulation and capitalised terms in this Schedule 1 have the meaning defined by the Regulation unless otherwise defined in the agreement.

1.3. “Data Protection Laws and Regulations” means all applicable data protection and privacy legislation including the Regulation and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (in each case, as amended, updated or re-enacted from time to time). In the event of any inconsistency between the Data Protection Laws and Regulations, the strictest provision shall prevail.

2. Applicability

2.1. In respect of the Processing of any Personal Data contained in the Company Data, which AdGreen carries out to manage its relationship with the Company and to operate user accounts for the AdGreen Carbon Calculator, AdGreen is the Controller. AdGreen shall comply with Data Protection Laws and Regulations in respect of this Processing.

2.2. In respect of any Personal Data contained in the Activity Data, the Company is a Controller, and AdGreen Processes the Personal Data as the Company’s Processor and shall do so in accordance with this Schedule 1.

2.3. The subject-matter of the processing is to provide the AdGreen Carbon Calculator to the Company. The duration of the Processing is the duration of the agreement. The nature and purpose of the Processing is to provide the AdGreen Carbon Calculator. The type of Personal Data and categories of Data Subjects are information relating to the Company’s staff and contractors. The Company shall notify AdGreen promptly if it becomes aware that this information is incomplete or inaccurate, and the Company shall provide AdGreen with that notification the necessary updated information.

2.4. The Company shall, for the duration of the Processing, comply with its obligations under Data Protection Laws and Regulations. Without limiting the generality of this, the Company shall, in particular:

2.4.1. not provide any Personal Data to AdGreen unless necessary for its use of the AdGreen Carbon Calculator.

2.4.2. have a lawful basis for the Processing, and ensure that it is entitled to provide the Personal Data to AdGreen for Processing, and the Company shall notify AdGreen promptly if either of these ceases to be true.

2.4.3. notify its Data Subjects of the Processing, to the standard required by Data Protection Laws and Regulations.

2.4.4. ensure that all Personal Data the Company provides to AdGreen are accurate and up to date, and the Company shall make promptly any amendments necessary to ensure that the Personal Data remain accurate and up to date.

3. AdGreen’s obligations

3.1. AdGreen shall:

3.1.1. Process Personal Data in accordance with all applicable Data Protection Laws and Regulations;

3.1.2. Process the Personal Data within either or both the UK and the European Economic Area (other than as set out in section 4) and only as necessary to provide the AdGreen Carbon Calculator (this being the sole instruction of the Company);

3.1.3. unless prohibited by law, notify the Company before Processing the Personal Data, if AdGreen is required to act other than in accordance with the Company’s instructions by:

3.1.3.1. if the GDPR applies to the Processing, any law of the European Union or the law of one of the Member States of the European Union; and

3.1.3.2. if the UK GDPR applies to the Processing, any law in the United Kingdom.

3.1.4. obtain the Company’s prior written authorisation (not to be unreasonably withheld, conditioned, or delayed) before engaging another Processor (a “Sub- processor”) and AdGreen will respect the conditions referred to in paragraphs 2 and 4 of Article 28 for any such engagement. AdGreen will be liable for the acts and omissions of its Sub-processors, and AdGreen will ensure that the Sub-processor contract (as it relates to the Processing of Personal Data) is on terms which are substantially the same as, and in any case no less onerous than, the terms set out in this Schedule 1. The Company hereby authorises AdGreen to appoint as Sub-processors:

3.1.4.1. Founder + Lightning: Support, management and development of the tool

3.1.4.2. Heroku: Hosts the BE/API application and holds other parts of application as add-ons, such as: PostgreSQL – Database, Bugsnag – Error Tracking Tool, New Relic – Performance Tracking Tool, PaperTrail – System Logs Tracking Tool

3.1.4.3. Vercel: Cloud platform as a service company. The company maintains the Next.js web development framework. Hosting and content delivery network services

3.1.4.4. AWS S3: File Storage service (files, images, DB backups)

3.1.4.5. Postmark: email service

3.1.4.6. Google Analytics 4: Analytics service

3.1.4.7. Mixpanel, Heap, Hotjar: User Interaction analytics tools

3.1.4.8. Climatiq: Embedded carbon intelligence solutions

3.1.4.9. Zoho: CRM system

3.1.4.10. If the Company has one or more End Users in the territory or territories covered by one or more of AdGreen’s international partners (as listed on our website https://weareadgreen.org/about-us as updated from time to time), the applicable international partner(s)

3.1.5. treat the Personal Data in accordance with clause 8;

3.1.6. take all measures required pursuant to Article 32;

3.1.7. taking into account the nature of the Processing, assist the Company by appropriate technical and organisational measures, insofar as this is reasonably possible, for the fulfilment of the Company’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the Regulation;

3.1.8. provide reasonable assistance, at the Company’s cost, on the Company’s written request, in ensuring compliance with the Company’s obligations pursuant to Articles 32 to 36, taking into account the nature of Processing and the information available to us;

3.1.9. at the Company’s choice, delete or return all the Personal Data to the Company after the end of the provision of the services relating to the Processing, and delete existing copies. If AdGreen makes available to the Company tools which enable the Company to download the Company’s Personal Data, AdGreen will only be required to assist where those tools are unable to meet the Company’s reasonable needs. AdGreen is not required to delete Personal Data if AdGreen is required to continue store those Personal Data by:

3.1.9.1. if the GDPR applies to the Processing, any law of the European Union or the law of one of the Member States of the European Union; and

3.1.9.2. if the UK GDPR applies to the Processing, any law in the United Kingdom.

3.1.10. at the Company’s cost, allow for and contribute to audits, including inspections, conducted by the Company or another auditor mandated by it. Any audit or inspection shall be carried out on reasonable notice and avoid causing damage, injury or disruption to our premises, equipment, personnel or business;

3.1.11. at the Company’s cost, provide reasonable assistance to the Company with any data impact assessments; and

3.1.12. in the event of a Personal Data Breach notify the Company without undue delay.

4. Transfer of Personal Data outside the UK/EEA

4.1. AdGreen shall not transfer (within the meaning of Chapter V of the Regulation) Personal Data to recipients (including Sub-processors) in jurisdictions outside of the United Kingdom or the European Economic Area unless the Company provides the Company’s written consent (not to be unreasonably withheld, conditioned, or delayed). The Company hereby authorises AdGreen to transfer Personal Data to:

4.1.1. Vercel (USA) – Method of protection: standard contract clauses: https://vercel.com/legal/privacy-policy#how-we-secure-info

4.1.2.Postmark (USA) – Method of protection: standard contract clauses: https://postmarkapp.com/privacy-policy#4-security

4.1.3.Google Analytics 4 (EU, but forwards traffic to Analytics servers for processing) – Method of protection: standard contract clauses: https://support.google.com/analytics/answer/12017362?hl=en

4.1.4. Mixpanel (USA) – Method of protection: standard contract clauses: https://docs.mixpanel.com/docs/privacy/overview

4.1.5.Heap (USA) – Method of protection: standard contract clauses: https://www.heap.io/privacy

4.1.6. Hotjar (uses AWS infrastructure) – Method of protection: standard contract clauses: https://help.hotjar.com/hc/en-us/articles/115011639887-Data-Safety-Privacy-Security

4.1.7. If the Company has one or more End Users in the territory or territories covered by one or more of AdGreen’s international partners (as listed on our website https://weareadgreen.org/about-us as updated from time to time), the applicable international partner(s). (Method of protection: standard contract clauses, unless stated otherwise on the AdGreen international partners website.)

4.1.8. other End Users of the AdGreen Carbon Calculator according to their role, as set out in Schedule 2.

SCHEDULE 2: AdGreen Carbon Calculator EcoSystem

This schedule sets out the roles and functions to which different system End Users have access (or may have access).

Company types

When creating a new Company, the End User must define it as one of the following types:

  • Holding company (e.g., a parent of any of the following)
  • Brand
  • Production consultancy
  • Advertising agency
  • Production company (which could reasonably be selected by Companies who consider themselves to be a post-production company, service production company etc.)

This is also the order of company hierarchy as relevant to visibility of budget, see below.

End User role types

End Users at each Company are defined as one of the following role types:

  • Users
  • Admins

Creating projects

Both users and admins at any Company type can create projects.

Project visibility

Projects can be viewed by:

  • Both users and admins who belong to the same Company as the project’s creator
  • Both users and admins who belong to a Company which has been added to said project

With regards to parent and child companies, any Company who is a ‘parent’ can view their child companies’ projects (and their children’s projects, i.e. their grandchild company, and so on). Users and admins at parent companies cannot edit projects belonging to their company’s child companies unless the company themselves has been added to said project.

The same rules apply to downloading project data.

Project actions

Both users and admins who belong to the same Company as the project’s creator can:

  • Edit and view the project’s attributes
  • View the budget currency and amount (same applies for downloading project data)
  • Delete the project
  • Add companies to the project
  • Remove any company from the project (except their own company)
  • Create new activity forms and edit and/or delete them
  • View a summary of activity forms created by other companies
  • Close a project, and reopen it

Users and admins from any company added to the project can:

  • View the project’s attributes*
  • Add companies to the project
  • Remove any company from the project (except their own company, and the company who created it)
  • Create new activity forms and edit and/or delete them
  • View a summary of activity forms created by other companies
  • Close a project, and reopen it

*Budget visibility

The only users and admins who can view the project budget (if entered), are the project's creator, and those who belong to the same Company as the project’s creator.

The project budget (if entered) is not visible to any other company's users or admins, nor users or admins of any parent companies.

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Admin responsibilities

Managing Users [& Admins]

Admins can view, invite, approve and remove users and admins for the Company for whom they are the admin. They can also update their role, and the roles of others, as required. Note that admins (nor users) of companies who have child companies cannot view any details of their child companies’ users or admins.

Managing Company settings

Admins can edit the General Settings, including logo, name, country, and quick domain access information. They can also view parent and child companies, and select an existing company be its ‘parent’ and/or set up a new one ‘parent’ in the Related Companies section. They can also remove or update the parent.

A company can only have 1 parent at present. All company types can have parents, including those defined as holding companies.

Only AdGreen can delete companies.

v3.2, updated on 6th September 2024.

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