We are Clarity Environmental Limited, a limited liability company incorporated in England and Wales (company number 04559478) with our registered office at 9 - 10 Hunns Mere Way, Woodingdean Business Park, Brighton, BN2 6AH (referred to as we/us/our/the Supplier). We specialise in environmental services including compliance, data services and trading solutions. We own and operate the RAM Assess platform, a self-service SaaS application that applies the Recyclability Assessment Methodology to packaging and product data you upload. The platform produces red, amber, and green ratings necessary for compliance with Extended Producer Responsibility requirements. Additionally, subscribers at higher membership levels gain access to comprehensive reports and actionable insights aimed at helping optimise packaging and reduce associated costs.
In these Terms, we refer to you as the Customer/ you/ your. By clicking “Agree” or by accessing or using the Software, you confirm that you have read, understood, and agree to be bound by these Terms as a legally binding contract with us. You also represent and warrant that you have the necessary capacity and authority to accept these Terms. If you do not have such capacity or authority, or do not wish to accept these Terms, you must not access or use the Software.
1.5 This Agreement will come into effect when you or your authorised representative first access the Software and affirmatively accept these Terms by clicking “Agree” on the Platform, following confirmation of your payment for the selected subscription tier by us.
1.6 Unless cancelled earlier in line with the terms of this Agreement, the Agreement will continue for the duration of the Subscription Period, after which it will automatically renew for similar periods as set out below. You may cancel this Agreement by providing us with written notice at least 60 days prior to the expiry of the then current Subscription Period. Failure to provide such notice will result in automatic renewal of the Agreement for a further Subscription Period on the same terms.
1.7 Despite any other provision in this Agreement, existing clients who have an established payment arrangement with us may be granted access to the Software prior to payment of the Fees for the subscription. In such cases, the Agreement will become effective on the earlier of
(a) the date access to the Software is provided to you, or
(b) the date we confirm receipt of your payment.
You acknowledge and agree that payment of the Fees remains due in accordance with your existing payment arrangements, and failure to pay in a timely manner may result in suspension or termination of access to the Software in line with this Agreement. This provision does not affect any other rights or obligations under this Agreement.
1.8 We may update any part of this Agreement, or other documents referred to in it from time to time by notifying you by reasonable means (including, without limitation, serving notice of it by e-mail or in-Platform). If you do not agree to such update, you will be entitled to cancel this Agreement with notice to us and immediately stop using the Service.
1.9 You represent and warrant that you have the authority to enter into this Agreement on behalf of your organisation. Acceptance of these Terms by any Authorised User will be deemed acceptance by you, provided that such Authorised User has the requisite authority to bind you. You remain responsible for all acts and omissions of your Authorised Users in connection with the Service.
2.2 References to "persons", will include individuals, partnerships, trusts, corporations, trusts and governments.
2.3 References to statutory provisions or laws include any changes, amendments, extensions, consolidations, replacements, or re-enactments of those provisions or laws.
2.4 When we use the words “include” or “including,” they don’t limit the scope. Similarly, when we use words like “other” or similar terms, they don’t restrict the meaning to a specific class or category.
2.5 Expressions defined in this Agreement will have the same meanings in any Addendum or Schedule to it, if it does not contain its own definitions.
The terms used in this Agreement will have the meanings as set out below:
3.2 Affiliate means any entity that directly or indirectly controls or is controlled by, or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.
3.3 Agreement means this document together with all schedules and annexures, unless explicitly stated otherwise.
3.4 Applicable Law/s means all laws, regulations, directives, statutes, subordinate legislation, and common law that apply to the Service or Parties' obligations under this Agreement in any territory.
3.5 Customer Data means any Personal Data or personal information of Data Subjects contained within the data provided to us by you, accessed or processed by us, or submitted by you through the Services.
3.6 Authorised User means your employees, contractors, agents, and Affiliates which authorised to access the Service on your behalf in accordance with this Agreement.
3.7 Business Day means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London.
3.8 B2B Enterprise User means a business or organisation that accesses or uses the Software in the course of its commercial or professional activities, holds a Cost Reduce or Transform subscription membership, and is authorised to have multiple Authorised Users under that subscription, as further detailed in Schedule 1.
3.9 Confidential Information all information (whether in oral, written, or electronic form) relating to our business, technology, know-how or Intellectual Property Rights which may reasonably be considered to be confidential in nature; any manuals and user guides relating to our Services, all information relating to our pricing terms, and all passwords and access details for our Services.
3.10 Company Data means any data that you input into the Services or shared by you with us.
3.11 Data Protection Laws means as applicable and binding on either Party or the Service: the UK GDPR (General Data Protection Regulation), the Data Protection Act 2018, any laws which implement any such laws and any laws that replace, extend, re-enact, consolidate, or amend any of these.
3.12 Devices means the hardware, including but not limited to desktop computers, laptops, servers, smartphones, tablets, or any other computing or electronic devices, that are able to access and use the Services via an internet connection.
3.13 EU GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as amended, extended, re-enacted, or replaced from time to time and as directly applicable in the European Union.
3.14 Fees means all charges, fees, and payments due from you to us under this Agreement for access to and use of the Service, including any applicable taxes, as specified in the Invoice or otherwise agreed in writing.
3.15 Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights, domain names and all similar rights and, in each case: whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and wherever existing.
3.16 Invoice means a document created by us that details the Fees applicable to your access to the Service and serves as a formal request for payment.
3.17 Order Acceptance means the date on which we confirm receipt of your payment for the subscription tier you have selected, following your indication of interest by email and our issuing an invoice, read with clause 1.3 above.
3.18 Party or the Parties refer to the parties to this Agreement. You are referred to as you/your/Customer and we refer to Clarity as our/us/we/Supplier.
3.19 Personal Data has the meaning given to Under the UK General Data Protection Regulation (UK GDPR) and essentially means any information that can be used to identify an individual (“Data Subject”) either directly or indirectly. This can include things like names, addresses, phone numbers, email addresses, IP (Intellectual Property) addresses, location data, biometric data, and more. It also includes factors specific to the person's identity.
3.20 Platform means the software application, website, or online environment provided by us through which you access and use the Software and Services. It includes all tools, features, and functionalities offered as part of the Service delivery, as well as any updates, enhancements, or modifications made to it, serving as the user interface and access point distinct from the Software application and Services themselves.
3.21 Relief Event means any breach by you or Force Majeure event (which means an event or sequence of events beyond a Party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.
3.22 Services means the hosting, maintenance, support and any other remote services (including data-processing, report generation and user-management features) that we perform in order to make the Software available to you, as more fully described in the subscription Order or Service Level Addendum if you are a B2B Enterprise User.
3.23 Software means the proprietary web-based software application owned by us and made available to you under this Agreement also known as RAM Assess, together with all updates, enhancements, fixes and new versions that we may provide from time to time.
3.24 Subscription Period means a period of 12 months, which will run from the Order Acceptance date. Each renewal period as described in clause 4.2 is a Subscription Period.
3.25 UK GDPR means the retained version of Regulation (EU) 2016/679 (the “GDPR”) as it is applied in the United Kingdom with effect from 1 January 2021, as amended from time to time and any successor legislation.
4.1 On Order Acceptance and subject to this Agreement and your membership tier as set out in Schedule 1, we give you a non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable right to use the Service, which:
(a) is only for your internal business use and by Authorised Users as permitted under your membership tier set out in Schedule 1;
(b) for a period specified in clause 4.2;(c) is for specific, limited use and can be cancelled by us;
(d) can only be used in the United Kingdom by those over 18;
(e) is also subject to the other restrictions under this Agreement;
(f) covers content and materials, including all of our support resources. It also covers updates to the Service unless they come with separate terms, in which case we will give you an opportunity to review and accept the new terms.
4.2 Access for users on Tier 1 (Core - free tier) is limited to designated submission windows occurring twice per year (for the months of February and August), corresponding to regulatory reporting periods as set out in Schedule 1 in more detail. Users on Tier 2 (Cost Reduce) and Tier 3 (Transform) have unrestricted, year-round access to the Service as set out in Schedule 1.
4.3 We give you a right to access the Service for the Subscription Period of 12 (twelve) months, starting from the date we confirm receipt of your payment as set out in 1 above. At the end of each Subscription Period, the Agreement will automatically renew for a further twelve (12) month period (or other agreed duration) unless you cancel prior to renewal by way of email to our address set out below.
4.4 Please be aware that you do not own the Service but only the right to access it on the Devices you own or control, in line with these terms.
4.5 The right of access to the Service does not include:
(a) access to the internet;
(b) storage of data (unless you are a B2B Enterprise User as noted on the Order Acceptance);
(c) dedicated data backup or disaster recovery facilities.
5.1 You agree not to use or access the Service contrary to any restriction stated in this Agreement or otherwise in a way that is not expressly permitted by this Agreement or that is illegal. Access to the Service is subject to the restrictions applicable to your membership tier. Free tier users may only access the Service during specified submission window periods while Cost Reduce and Transform tier users have continuous access throughout the year.
5.2 Access to the Service is only available through the Platform, and you agree to comply at all times with the onboarding, authentication, and data submission processes set out in clause 6 (Access and Data).
5.3 You acknowledge and agree that your continued access to and use of the Service depends on your full compliance with the terms and requirements of this Agreement, including any updates or modifications we may provide from time to time, whether communicated through this Agreement or via email notifications.
5.4 The Service is designed to be accessible and functional across Devices, however, please note that different types of Devices may have different screen sizes and processing capabilities, which may change the user experience.
5.5 You may allow a limited number of Authorised Users (in accordance with the membership tier you subscribe to), to access the Service on your behalf as set out in Schedule 1. Any obligation on you to do, or to refrain from doing, any act or thing under this Agreement will include an obligation on you to ensure that all Authorised Users also do, or refrain from doing, such act or thing. We may charge you extra to add Additional Users to your account. You will:
(a) be liable for the acts and omissions of the Authorised Users' as if they were your own;
(b) ensure that only Authorised Users access the Service at all times and inform us immediately if anyone other than an Authorised User is believed to use or have access to the Service. You will ensure that any use is only for your benefit and not for any other purpose/third-party’s benefit;
(c) ensure that each Authorised User is aware of and complies with the obligations and restrictions imposed on you under this Agreement, including all obligations and restrictions relating to the Confidential Information.
(d) inform us immediately if any system used to access the Services is hacked/security compromised.
5.6 Your access to features and functionalities of the Service will depend on your membership tier as described in Schedule 1. You may allow a limited number of Authorised Users (set out on sign-up and in accordance with your membership tier) to access the Service on your behalf.
(a) Following your indication of interest in a subscription tier by email, we will issue an invoice to you and require you to nominate a authorised representative who is authorised to agree to these terms on your behalf and bind you.
(b) Access to the Platform and the Software will be granted only after we confirm receipt of your payment in cleared funds.
(c) On payment confirmation, we will provide you and your Authorised Users with login credentials via email.
(d) Before accessing the Software, you and your Authorised Users must review and affirmatively accept these Terms by clicking “Agree” on the Platform. The Agreement will become effective on such acceptance.
(e) You warrant that any Authorised User who accepts these Terms on your behalf has the necessary authority to bind you to this Agreement.
(f) Failure to complete the acceptance process may result in suspension or denial of access until compliance is achieved.
6.2 You are responsible for managing the number of Authorised Users in accordance with your membership tier as described in Schedule 1;
6.3 Additional Authorised Users and Invitations:
(a) Depending on your tier of membership, you will have the ability to invite additional Authorised Users to access the Service on your behalf.
(b) You are responsible for managing invitations and ensuring that all invited Authorised Users comply with this Agreement.
(c) You remain liable for all acts and omissions of your Authorised Users, including those you invite, as if they were your own acts and omissions.
(d) You must promptly revoke access for any Authorised User who is no longer authorised to use the Service.
6.4 We reserve the right to charge additional fees for any Authorised Users beyond those included in your membership tier, as set out in Schedule 1.
6.5 We may, at our discretion, implement additional authentication measures in future, including two-factor authentication, which will become mandatory once implemented and communicated.
6.6 Failure to comply with the authentication requirements, including maintaining the confidentiality of your login credentials and completing any mandatory security steps, may result in suspension or denial of access to the Service until compliance is restored.
6.7 Template Download and Completion:
(a) At first login, you will be prompted to download a standardised data input template provided by us in the form of a XLSX document.
(b) Completion of the template is a mandatory requirement before you can continue using the Software and we can provide Services. Accurate and thorough completion of this template is essential to ensure your compliance with relevant regulatory requirements.
(c) You are responsible for completing the template fully and accurately, following all instructions provided. If the template is incomplete or contains incorrect information, you will not be permitted to proceed further.
(d) You remain solely responsible for the security and integrity of the data while it is being completed and stored outside of our Platform. We recommend that you establish a secure storage location accessible only to Authorised Users for storing your XLSX file until it is uploaded.
6.8 Permitted Upload Format
(a) The completed template must be uploaded in XLSX format.
(b) If you attempt to upload the template in any other format, the system will reject the file, and you will be unable to continue with the process.
6.9 Status Report and Validation Feedback
(a) Once you upload the completed template, the system will generate a downloadable report indicating the status of each packaging component, highlighting any issues detected.
(b) The status report will categorise each field using a traffic-light colour system as follows:
Green - Packaging that is widely recyclable within the current UK recycling infrastructure, indicating minimal barriers to effective recycling.
Amber - Packaging that may face difficulties during collection and sorting, requires specialised infrastructure for reprocessing, or where reprocessing efficiency and output quality are compromised, potentially resulting in some material loss.
Red - Packaging with specifications that significantly hinder its recyclability at scale, indicating substantial challenges in processing or recovery.
(c) This colour-coded feedback assists you in identifying areas requiring attention to improve compliance and optimise recyclability.
6.10 Responsibility for Data Accuracy
(a) You are solely responsible for ensuring that all data you input and upload is accurate, complete, and up to date.
(b) You acknowledge and accept that any outputs, reports, or validations generated by the Software are based solely on the information you have provided. You remain responsible for verifying the accuracy, completeness, and suitability of such outputs before relying on them. To the fullest extent permitted by applicable law, the Supplier disclaims any liability arising from inaccuracies or errors in the data you provide or in any resulting outputs.
(a) copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, alter, edit, store, archive, display publicly or to third parties, sell, license, lease, rent, assign, transfer, disclose, (in each case whether or not for charge) or in any way commercially exploit any part of the Service. In short, you must not copy, change, share, sell, or use the Service in any way that's not part of running your own business or using it in your own business, and you cannot make money from it in any other way;
(b) let anyone else use the Services, even indirectly, whether they pay you or not. This includes not letting them use it by giving them a sub-license;
(c) make new versions or improvements to the Services based on: (i) any software or platforms we use to give you the Service; or (ii) any part of the Service itself.
(d) permit the Service or any application(s) (or any part) to become incorporated into, combined with or merged into any other program or service except solely to the extent necessary for the proper use of the Service as expressly permitted under this Agreement;
(e) attempt to reverse engineer, the functioning of, decompile or otherwise derive or access the source code of the Service;
(f) create any software that is remarkably similar to, and would not be reasonably possible to make without using, examining, analysing, and understanding the details and know-how of the Services;
(g) remove, change, hide, rebrand, translate, add to, or alter any trademarks, terms, warranties, disclaimers, Intellectual Property Rights, ownership rights, or other symbols, notices, marks, or serial numbers connected to the Service;
(h) access the Service (or any part of it) for any purpose other than the purpose it was intended for under this Agreement;
(i) export or allow access to the Services from any country where a licence or other approval is required to use it, and you will be fully liable for any such exporting/use;
(j) share or make public any information about the Service’s availability, functions, problems, or performance, except as necessary to report issues to our support team or as otherwise authorised in writing by us. This includes refraining from sharing screenshots, pictures, videos, or other representations of the Service with third parties without our prior consent.
(k) use the Service in way that: (i) break any laws, especially ones about privacy and data protection in any relevant places; (ii) go against and is in breach of this Agreement; (iii) disrupts, interfere with, disables or hinders the Service or any part of our operations, business, systems, or that of anyone else; (iv) can harm or put anyone at risk/in danger; (v) infringes any Intellectual Property Rights; (vi) gather, collect or harvest any information or data (other than the Customer Data) from any part of the service or our systems or try to decode any transmissions to or from the servers;
(l) use the Service to store, send, process or transmit any data, Customer Data (as described in clause 17) that: (i) is illegal, obscene, indecent, threatening, harassing, racist, defamatory, or libellous; (ii) could harm or endanger anyone, whether emotionally or physically; (iii) can be seen as slander, intimidation or bullying; (iv) contains any viruses, harmful codes, or malicious software, like malware, trojans, ransomware, or spyware, provided that nothing in this Agreement excludes any of your rights under Applicable Law which cannot be excluded or limited by agreement.
8.2 We will only use any personal data collected through your access to the Service and other services we provide in accordance with our privacy policy or as expressly instructed by you. We indemnify you against any breach of this clause to the extent of our maximum liability under this Agreement.
8.3 You agree and undertake to fully comply with all applicable Data Protection Laws in relation to the collection, processing, storage, and use of Personal Data when using the Services. You will indemnify and hold us harmless from and against any losses, damages, liabilities, costs, or expenses arising from your breach of this clause or any applicable Data Protection Laws.
8.4 If you are a Tier 2 (Cost Reduce) or Tier 3 (Transform) B2B Enterprise User, we will also enter into a Data Protection Addendum with you which will supplement and form part of this Agreement on signature and govern the processing of Personal Data between us, alongside our Privacy Policy. The latest version can be found here: https://support.clarity.eco/portal/en/kb/articles/ram-assess-data-protection-addendum.
9.2 This indemnity includes, without limitation, (i) reasonable legal fees and court costs incurred by us in defending any claims; (ii) settlement amounts or damages awarded against us in any legal proceeding; (iii) costs incurred in enforcing this indemnity; and (iv) any other expenses or losses resulting from your actions or omissions while using the Services.
9.3 If any situation arises where you need to indemnify us, we will notify you in writing promptly. You agree to pay any amounts due under this clause 9 within 30 (thirty) days of receiving such written notice.
10.1 If you need to get in touch with us, you can do so by visiting our support pages on our Platform or by emailing us at ram@clarity.eco
10.2 If we need to get in touch with you, we will do so by email or calling you.
11.2 We may update the Service from time to time for any reason that includes fixing bugs or improving performance, functionality, reflect changes to the operating system or address security issues.
11.3 We have the right to modify the features and functionality at any time but will not be under any obligation to do so. We will always endeavour to make the features and functionality more advantageous to you and not less.
11.4 We might also change or remove functionality, but if we do that, we will ensure that the Software still materially meets the description provided to you when you first purchased it.
11.5 We will try to give you a notice in advance in case of any scheduled maintenance. However, please be aware that there might be instances where the Service goes down due to emergencies or reasons beyond our control, where an advance notice may not be possible. In such cases, even though we are committed to providing a reliable service, Service availability may be disrupted for durations beyond our initial estimation.
11.6 Updates of the Services will be implemented automatically. If you circumvent, stop, or opt out of automatic updates, you may not be able to continue using the Service.
11.7 You are responsible for promptly installing all updates to any software, applications, security settings, and third-party programs on your Devices as they become available. Failure to maintain up-to-date software and security measures may increase the risk of security breaches, for which we will not be held liable. You acknowledge that any loss or damage resulting from your failure to install such updates is your sole responsibility.
11.8 Please note that the Service relies on a number of things working properly to enable you to enjoy all of its features. Many of these, such as your internet connection, and your Device, are entirely outside of our control. Although we will do everything we reasonably can to resolve issues, we are not responsible to you if you are unable to use all or any part of the Service due to a poor internet connection, faulty components in your Device, or anything else that it would not be reasonable to expect us to control.
12.3 We will confirm receipt of payment and provide login details on clearance of funds.
12.4 All Fees are payable in advance and are non-refundable except as expressly stated in this Agreement.
12.5 We may charge additional fees for any additional Authorised Users beyond those included in your initial membership tier, as set out in Schedule 1.
12.6 All payments due under this Agreement must be made in full without any deductions, withholdings, set-offs, or counterclaims, except where such deductions are required by Applicable Law or have been agreed to in writing by the parties. This includes any additional Fees payable as a result of upgrading your subscription mid-Subscription Period, which will be payable immediately and in full on upgrade.
12.7 If any amounts due under this Agreement are not paid in full by the due date, we may charge interest on the outstanding amounts at four percent (4%) a year above the base rate of Barclays Bank PLC time to time in force and suspend your access to the Service. Interest will accrue from the due date until payment is made in full.
12.8 If you cancel this Agreement for any reason, or if access to the Service is temporarily disrupted or suspended due to reasons beyond our control, your breach or non-payment, you will not be entitled to receive a refund for any Fees paid in advance.
12.9 We may increase the Fees for any Services at the end of a Subscription Period by providing you with at least sixty (60) days' prior written notice before the renewal date. Any such increase will apply only to the new Subscription Period and will not affect the Fees payable for the current Subscription Period. We will not increase the Fees more than twice in any twelve (12) month period.
12.10 You may upgrade your membership subscription tier at any time during an active Subscription Period. On upgrading, a new twelve (12) month Subscription Period will commence from the date of upgrade. We will issue an invoice for the Fees applicable to the upgraded tier, less a credit for any Fees already paid for the current Subscription Period. Payment of the balance is due immediately on invoicing. The upgraded subscription tier and associated Fees will apply for the new Subscription Period and any subsequent renewals unless otherwise agreed in writing.
(a) During the relevant Subscription Period and when used in line with this Agreement, the Service will materially perform as described; and
(b) we will provide our obligations under this Agreement with reasonable care and skill.
(a) incorrect operation or access to the Service by you or any Authorised User (including any failure to follow the Agreement, our user guides for the Service (including the instructions on how to use the Service or failure to meet minimum specifications);
(b) use of the Service other than for the purposes for which it is intended;
(c) use of the Service with incompatible software, hardware, or equipment (unless we expressly approved it);
(d) any act by any third-party (including hacking or the introduction of any virus or malicious code);
(e) modifications, updates, or maintenance (not performed by us or under our direction); or
(f) any breach of this Agreement by you or by any Authorised User.
13.4 Other than as expressly set out in this Agreement and to the fullest extent permitted by law, all other warranties, conditions, terms, undertakings, or obligations whether express or implied, including any implied warranties of quality, fitness for any particular purpose, satisfactory quality or ability to achieve a particular result are excluded.
14.2 You acknowledge that no ownership rights in the Service or any related Intellectual Property Rights are transferred to you under this Agreement. Your rights are limited to the license granted to you in this Agreement.
14.3 You and your Authorised Users may transmit or store Company Data outside the Platform, including via email or other means. We disclaim any responsibility or liability for Company Data once it leaves the Platform. You remain solely responsible for the security and confidentiality of such data and indemnify us against any loss or damage arising from its external transmission or storage.
14.4 You grant us and our subcontractors a free, non-exclusive, non-transferable license to use, copy, and process Customer Data solely to the extent necessary to perform our obligations under this Agreement, any applicable Data Processing Agreement, and Applicable Laws/Relevant Laws (for B2B Enterprise Users).
15.1 Should any claim arise against you by someone else claiming or alleging that your use of the Services infringes any copyright, database right, or registered trademark, design, or patent in the United Kingdom (this is called an Intellectual Property Rights Claim/IP Claim), you will let us know without delay within 24 (twenty-four) hours of receiving such IP Claim or getting knowledge in any way of any possible claim, in writing.
15.2 We will have sole control over the defence and settlement of any IP Claim. You agree not to do or say anything that might negatively impact our ability to defend or settle the claim and will help us as much as we may reasonably need from you.
15.3 If there is an IP Claim, we can choose to end this Agreement immediately by written notice and refund you for any unused portion of Fees paid in advance or we may choose to remove the cause of any claim and continue to supply you with the Services under this Agreement.
15.4 We will not be liable or obliged to defend any IP Claim that arises from i) any changes made to the Services by you without our written approval; ii) any of your Company Data; iii) any Open Source Software; iv) any breach of this Agreement by you; v) the Services being installed or used differently than this Agreement states; or vi) the Services being used with any software, hardware, or data not supplied or expressly authorised by us.
15.5 If despite the above, you suffer actual damages due to any payment or costs award in terms of a final judgment or determination against you, we will be liable for such actual loss suffered (only), subject to our total liability arising from such IP Claims being capped at an amount equal to twice the Fees paid by you for the Subscription Period during which the IP Claim arose.
16.1 We are free to use any ideas or suggestions for improvements or changes to the Service (or other services) that you, or any Authorised User, provide to us (Feedback). We can use this Feedback for any purpose without having to pay anything to you or limit its use.
16.2 By providing Feedback, you agree to give us all ownership rights, now or in the future, to the ideas and suggestions in the Feedback. This includes all Intellectual Property Rights in the Feedback, which will transfer to us from the moment the Feedback is first given to us.
16.3 You also waive any moral rights or similar rights you may have in the Feedback, to the fullest extent permitted by law.
16.4 Nothing in this clause restricts your rights in any pre-existing intellectual property or information that is not part of the Feedback.
(a) we reasonably suspect that there has been any misuse of the Software or breach of this Agreement;
(b) you fail to pay us any sums due under this Agreement; or
(c) suspension is required by law, by court or governmental or regulatory authority.
18.2 Where the reason for the suspension is suspected misuse of the Service or breach of this Agreement, without prejudice to our rights under clause 23, we will take steps to investigate the issue promptly and may, at our discretion, restore or continue to suspend access.
18.4 The Fees will remain payable in full during any period of suspension and no refunds will be given.
18.5 Suspension of access will not affect any accrued rights or liabilities of either of us up to that point.
19.1 You will upload sensitive Company Data into the provided template file and subsequently upload this file to the Platform. Except where you are a B2B Enterprise User, we do not store any Company Data beyond the immediate processing required to provide the Service.
19.2 You remain solely responsible for the security and confidentiality of any Company Data stored locally in downloaded files or otherwise outside the Platform. We suggest that you create a secure area for this to be stored by all your Authorised Users.
19.3 For B2B Enterprise Users, as defined in Schedule 1, Company Data may be stored in accordance with our privacy policy, Data Protection Addendum and applicable Data Protection Laws.
19.4 We take appropriate measures to protect any data stored, however you acknowledge and accept that data uploaded and processed through the Platform is your responsibility, and we disclaim liability for any data loss or unauthorised access except as required by law or as set out in this Agreement.
19.5 You will, depending on your membership status, have access to data stored as part of our services through your use of the Service. The Service may also permit you to input certain data, including Company Data. The rules governing the processing, deletion, and other terms of handling the Company Data are detailed in our privacy policy.
19.6 We may share anonymised aggregated data with our partners in line with our privacy policy from time to time which can be found at https://support.clarity.eco/portal/en/kb/articles/privacy-cookie-notice.
20.2 You undertake to disclose Confidential Information only to those of your officers, employees, agents and contractors to who need to know such information for the purposes of this Agreement. You will ensure that such persons are made aware of and agree in writing to observe the obligations in this clause 20 and you will be responsible for the acts and omissions of such persons as if they were your own.
21.1 You acknowledge that the Service made available to you under or in connection with this Agreement is provided in its current form and availability “as is” and “as available”. While we make reasonable efforts to provide a satisfactory service, we do not warrant that the Service will meet all your specific requirements or expectations (whether or not communicated to us).
21.2 We do not guarantee that the Service will be uninterrupted, error-free, or free from bugs. We do not warrant that the Service will be compatible with all software, hardware, Devices or systems, especially those not expressly supported or authorised by us.
22.2 Subject to clause 22.5 and other express provisions of this Agreement, our total aggregate liability arising under or in connection with this Agreement will not exceed twice the total Fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim.
22.3 We will not be liable for any consequential, indirect, or special losses, including but not limited to loss of profit, loss of business, loss of goodwill, loss of data, or wasted expenditure.
22.4 Without limiting the above, we will not be liable for losses arising from:
(a) submission of incorrect, incomplete, or inaccurate data by you or on your behalf;
(b) your reliance on outputs, reports, or results generated by the Software without independent verification;
(c) any penalties, fines, or additional charges incurred due to inaccuracies in such outputs.
22.5 You remain solely responsible for verifying the accuracy and suitability of any reports or analyses generated by the Software before acting on them.
22.6 The limitations in this clause do not apply to liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law.
23.1 You may cancel this Agreement immediately at any time by giving notice in writing to us if we commit a material breach of the Agreement which is not remedied within 20 (twenty) Business Days of you giving us written notice specifying the breach and requiring it to be remedied.
23.2 You may cancel this Agreement by providing us with written notice at least 60 (sixty) days prior to the expiry of the current Subscription Period. Failure to provide such notice will result in automatic renewal of the Agreement for a further Subscription Period on the same terms.
23.4 We may cancel this Agreement immediately by giving you a written notice if you commit a material or persistent breach of this Agreement, which you fail to remedy (if remediable) within 20 (twenty) Business Days after receiving written notice requiring you to do so.
23.5 Immediately on cancellation or expiry of this Agreement (for any reason), the rights granted to you under this Agreement will terminate and you will (and will ensure that each Authorised User will) stop using the Service. You are responsible for backing up and exportation of any Customer Data prior to cancellation or expiry, We may not be able to provide you any assistance with recovering any data after the cancellation or expiry of this Agreement, unless required to keep data by law.
23.6 Cancellation or expiry of this Agreement will not affect any accrued rights and liabilities of either Party up to the date of cancellation or expiry and will not affect any provisions intended to survive termination.
24.1 We will do our best to fulfil our obligations under this Agreement, however, certain circumstances beyond our control may impact our ability to perform as expected. To the maximum extent permitted by law, neither Party will be liable (under any legal theory, including, without limitation, negligence) for any breach, delay, or default in the performance of this Agreement to the extent it (or the circumstances giving rise to it) arises from a Relief Event.
24.2 The Party affected by such circumstances will promptly notify the other Party in writing of the occurrence of the Relief Event, its expected duration and steps being taken to mitigate its effects. The affected Party will notify the other Party when the Relief Event ceases.
24.3 If the Relief Event continues for a continuous period of more than 3 (three) months, either Party may cancel this Agreement by written notice to the other Party, without penalty.
25.2 The Party raising the dispute must provide written notice to the other Party outlining the nature of the dispute. Within fourteen (14) Business Days of such notice, senior managers of both parties will meet, either in person or virtually, to attempt to resolve the dispute amicably.
25.3 If the dispute is not resolved within a further fourteen (14) Business Days, the parties agree to refer the dispute to mediation in England under the rules of a mutually agreed mediator. If the parties cannot agree on a mediator, the mediator will be appointed by the London Court of International Arbitration (LCIA). The mediation will be conducted within thirty (30) days of the mediator’s appointment.
25.4 If mediation does not resolve the dispute within the specified period, either Party may commence proceedings before a competent court with jurisdiction in England and Wales.
25.5 The parties agree that any resolution reached through this dispute resolution process will be final and binding on both parties.
25.6 This Agreement and any dispute or claim arising out of or in connection with it will be governed by and construed in accordance with the laws of England and Wales.
26.1 Any reference to this Agreement includes all Schedules which will be considered to have been incorporated into this document and will form an integral part of it. Expressions defined in the main Agreement will also apply to a Schedule unless it states differently.
26.2 In the event of any conflict between the provisions of this Agreement and a Schedule, this Agreement will prevail.
26.3 A reference to a Party will include a reference to that Party’s successors and assigns. This Agreement will be binding on and enforceable by the heirs, trustees, estates, executors, administrators, liquidators and/or assigns of the Parties as fully and effectively as if they had signed this Agreement in the first place and reference to any Party will also be to them, as the case may be.
26.4 Any reference to legislation or subordinate legislation or to any other agreement is to it at the Offer Acceptance date and as amended and/or re-enacted from time to time.
26.5 Where the day on or by which anything is to be done is not a Business Day, it will be done on or by the first Business Day after.
26.6 A reference to a document will include an amendment or supplement to or a replacement or novation of that document.
26.7 If any provision in any definition set out in any clause in this Agreement is a substantive provision giving rights or imposing obligations on any Party, effect will be given to it as if it were a substantive provision set out in the body of this Agreement.
26.8 No remedy granted by this Agreement will exclude any other remedy available at law.
26.9 Earlier drafts of this Agreement will not be admissible in any proceedings as evidence of any matter relating to any negotiations preceding the signature of this Agreement.
26.10 The use of any expression in this Agreement covering a process available under English law such as a winding up will, if any of the Parties to this Agreement is subject to the law of any other jurisdiction, be interpreted as including any equivalent or similar proceedings under the law of such defined jurisdiction.
26.11 Any reference in this Agreement to a Party will include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be.
26.12 If any provision of this Agreement or of any part hereof to any extent is or becomes invalid or unenforceable, the Parties will agree on such adjustments as are necessary and reasonable in order to ensure continued delivery of the unaffected portions and to secure the vital and strategic interests of the Parties, taking into account the main objectives fundamental at the time of execution of this Agreement.
26.13 This Agreement may only be amended in writing signed by duly authorised representatives of the Parties. For this purpose, advanced electronic signatures will be acceptable.
26.14 This Agreement contains the whole agreement between the Parties in respect of the subject matter of agreement and supersedes and replaces any prior written or oral agreements, representations, or understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
26.15 The words “include,” “including” and “in particular” will be interpreted as being by way of example or emphasis only and will not be interpreted as, nor will they take effect as, limiting the generality of any preceding word/s.
26.16 The words “other” and “otherwise” will not be construed with any preceding words (as the same kind) where a wider construction is possible.
26.17 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11 p.m. on 31 January 2020 from time to time.
26.18 All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
26.19 A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
26.20 A reference to a ‘company’ includes any company, corporation, or other body corporate, wherever and however incorporated or established.
26.21 A reference to a gender includes each other gender and words in the singular include the plural and vice versa.
Access to features and functionality within the Software may vary depending on your membership level.
Depending on your membership tier, the following may differ:
· Access to different windows/tabs/areas of the Platform;
· Access to enhanced data validation tools;
· Report formats and available insights;
· Processing speeds and support availability;
· Access to premium features or integrations.
Feature | Core (Free For Members) Tier 1 | Cost Reduce Tier 2 | Transform Tier 3 |
Access | Limited to submission periods: months of February and August | No limitations year-round access | No limitations year-round access |
RAM Rating Output | Yes | Yes | Yes |
XLSX Download of RAM Rating per Component | Yes | Yes | Yes |
RAM Dashboard Access & Download | Yes | Yes | Yes |
Dynamic Dashboard – Iteratively optimise your packaging components’ data and compare your RAM ratings to your initial data upload | No | No | Yes |
Clarion “Gap Finder” Segmentation Tool – Download individual segments (e.g. components rated Red due to missing data) | No | Yes | Yes |
Clarion Editing and Smart Rules Application Tools – Optimise, complete and refine your packaging data in-system | No | No | Yes |
Financial Forecasts – Cost impact calculations per SKU and component based on sales volumes | No | Yes | Yes |
Enhanced Forecasting & Component Optimisation Priority Lists – Enhanced cost impact reports and lists of ‘easier-to-optimise’ components (e.g. defaults to Red due to missing data or errors) | No | No | Yes |
RAM Output XLSX Download – RAM rating per component and aggregated material type | No | Yes | Yes |
Team Access – Add multiple users to collaborate and share reports | No | No | Yes |