TERMS OF SERVICE
enterprise platform & commercial agreement
These Terms govern your access to and use of the ZeroCarbon enterprise platform, APIs, tools, calculators, reports, carbon accounting infrastructure, and environmental data services.
These Terms and Conditions ("Terms") constitute a legally binding agreement between you and ZeroCarbon, operating under the brand name "ZeroCarbon" ("ZeroCarbon", "Company", "we", "us" or "our").
These Terms govern your access to and use of the ZeroCarbon website, platform, software, dashboards, APIs, tools, calculators, reports, applications, carbon accounting functionality, sustainability and environmental data services, and related products and services made available by ZeroCarbon from time to time (collectively, the "Platform" or "Services").
The Platform is accessible through https://zerocarbon.org.in/ and any related subdomains, applications, interfaces, APIs, or other digital channels operated by or on behalf of ZeroCarbon.
By accessing, registering for, purchasing, or using the Platform or Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.
Where you use the Platform on behalf of a company, partnership, limited liability partnership, trust, society, government body, institution, or other organisation, you represent and warrant that you have the authority to bind that Organisation to these Terms. In such circumstances, "you" and "Customer" shall refer to that Organisation.
1. Definitions
For purposes of these Terms:
1.1 "Applicable Law"
means all laws, statutes, regulations, rules, notifications, directions, orders, governmental requirements, regulatory requirements, and binding standards applicable to the relevant party, activity, data, transaction, or Service, including applicable data protection, information technology, intellectual property, environmental, tax, consumer protection, cybersecurity, and other laws.
1.2 "Customer"
means the individual or Organisation that accesses or purchases the Services.
1.3 "Customer Data"
means any data, information, documents, records, files, measurements, invoices, utility bills, meter readings, activity data, business information, Personal Data, emissions information, supplier information, operational information, or other material submitted, uploaded, transmitted, imported, or otherwise provided by or on behalf of Customer through the Platform.
1.4 "Output"
means any calculation, estimate, dashboard, report, analysis, recommendation, visualisation, classification, emissions figure, sustainability metric, carbon footprint, document, or other result generated by the Platform from Customer Data, other inputs, methodologies, assumptions, emission factors, models, or third-party information.
1.5 "Personal Data"
shall have the meaning assigned to it under Applicable Law, including applicable data protection legislation.
1.6 "Platform Data"
means technical, operational, diagnostic, usage, log, metadata, performance, security, and other information generated through the operation, administration, maintenance, and security of the Platform, excluding Customer Data in identifiable form.
1.7 "Subscription"
means the applicable paid or free subscription, plan, package, trial, or access arrangement under which Customer is authorised to use the Services.
1.8 "Subscription Period"
means the period for which Customer is entitled to access the applicable Services under an applicable Order Form, subscription, plan, or other commercial arrangement.
1.9 "Order Form"
means an order form, proposal, quotation, statement of work, subscription confirmation, purchase order accepted by ZeroCarbon, or other written commercial document identifying the Services and applicable commercial terms.
1.10 "Third-Party Services"
means services, APIs, databases, registries, cloud infrastructure, emission factor sources, software, AI models, blockchain networks, payment providers, verification bodies, carbon-credit registries, or other services or information sources not owned or controlled by ZeroCarbon.
2. Acceptance, Eligibility and Authority
2.1 Acceptance
By accessing or using the Platform, Customer acknowledges that it has read, understood, and agreed to these Terms.
2.2 Business Use
Unless expressly agreed otherwise in writing, the Services are intended primarily for business and organisational use.
2.3 Eligibility
An individual user must be at least eighteen (18) years of age, or the applicable age of majority in their jurisdiction, whichever is higher, to use the Platform in their individual capacity.
2.4 Authority
Where an individual accesses or uses the Platform on behalf of an Organisation, that individual represents and warrants that they have authority to bind the Organisation.
3. Services and Platform
3.1 Nature of Services
ZeroCarbon provides software and technology services intended to assist organisations in measuring, tracking, analysing, managing, and reporting greenhouse gas emissions and related sustainability information, including Scope 1, Scope 2, and Scope 3 emissions, carbon accounting, sustainability reporting, compliance-support documentation, environmental data management, analytics, dashboards, and related functionality.
3.2 No Professional Assurance Services
The Services are technology and reporting-support tools. Unless expressly agreed under a separate written agreement, ZeroCarbon does not provide legal advice, accounting advice, audit services, assurance services, certification, verification, attestation, professional environmental consulting, or regulatory approval.
3.3 Service Modifications
ZeroCarbon may modify, update, improve, replace, suspend, or discontinue features of the Platform. Where a material change materially reduces the core functionality of a paid Service during an active Subscription Period, ZeroCarbon will use reasonable efforts to provide advance notice.
3.4 Availability
ZeroCarbon does not guarantee uninterrupted or continuous availability of the Platform. The Platform may be unavailable temporarily because of scheduled maintenance, emergency maintenance, upgrades, security measures, technical failures, Third-Party Services, or circumstances beyond ZeroCarbon's reasonable control. Where an applicable Service Level Agreement ("SLA") exists, the SLA shall govern availability commitments to the extent of any conflict with these Terms.
4. Accounts and Security
4.1 Account Information
Customer may be required to create an account and provide accurate, complete, and current information, including business, contact, billing, and authentication information.
4.2 Account Responsibility
Customer is responsible for maintaining the confidentiality of account credentials and for activities conducted through its accounts, except to the extent caused by ZeroCarbon's breach of its security obligations.
4.3 Authorised Users
Customer shall ensure that only authorised personnel access the Platform. Customer is responsible for ensuring that its users comply with these Terms.
4.4 Credentials
Customer shall not share individual credentials where individual authentication is required and shall not permit unauthorised persons to access the Platform.
4.5 Security Incidents
Customer shall promptly notify ZeroCarbon at support@zerocarbon.org.in or such other security contact notified by ZeroCarbon if it becomes aware of suspected unauthorised access, compromised credentials, or a security incident involving the Platform.
4.6 Security Controls
Customer shall maintain reasonable administrative, technical, and organisational safeguards appropriate to its use of the Services, including access controls and, where available, multi-factor authentication.
5. Licence and Acceptable Use
5.1 Limited Licence
Subject to Customer's continued compliance with these Terms and payment of applicable fees, ZeroCarbon grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the applicable Subscription Period to access and use the Platform solely for Customer's internal business purposes.
5.2 Restrictions
Customer shall not, and shall not permit any third party to:
- reverse engineer, decompile, disassemble, decode, or attempt to derive the source code, object code, algorithms, models, workflows, calculation logic, or underlying structure of the Platform, except to the extent expressly permitted by Applicable Law;
- copy, reproduce, modify, adapt, translate, distribute, lease, license, sublicense, sell, resell, white-label, or commercially exploit the Platform except as expressly authorised in writing;
- use the Platform to develop, train, support, benchmark, or operate a competing product or service;
- scrape, harvest, extract, download, or systematically collect Platform data through bots, spiders, crawlers, scripts, automated tools, or similar methods except through authorised APIs or written permission;
- interfere with or disrupt the integrity, performance, availability, or security of the Platform;
- introduce malware, viruses, malicious code, or harmful material;
- upload unlawful, fraudulent, infringing, defamatory, misleading, malicious, or harmful content;
- circumvent authentication, access controls, usage restrictions, or security mechanisms;
- use the Platform in violation of Applicable Law or third-party rights; or
- use Outputs or Platform functionality for a purpose expressly prohibited by these Terms.
5.3 Usage Monitoring
ZeroCarbon may collect and analyse Platform Data, usage information, logs, metadata, access patterns, and technical information for purposes including operating, maintaining, securing, supporting, improving, and verifying compliance with the Services and these Terms.
6. Customer Responsibilities
6.1 Accuracy of Customer Data
Customer is responsible for the accuracy, completeness, legality, reliability, and timeliness of Customer Data. This includes, where applicable:
6.2 Authority and Rights
Customer represents and warrants that it has all necessary rights, permissions, notices, authorisations, and lawful bases required to submit Customer Data to ZeroCarbon and to permit ZeroCarbon to process such data in accordance with these Terms and Applicable Law.
6.3 Regulatory Responsibility
Customer remains solely responsible for its own environmental, ESG, accounting, tax, regulatory, statutory, sectoral, reporting, and disclosure obligations. Use of the Platform does not transfer any such responsibility to ZeroCarbon.
6.4 Review of Outputs
Customer shall review material Outputs before relying upon, publishing, submitting, certifying, disclosing, or communicating them to any regulator, exchange, auditor, verifier, investor, lender, customer, supplier, employee, or other third party.
6.5 Prohibited Representations
Customer shall not represent any Output as:
- an audit opinion;
- an assurance statement;
- a certification;
- a regulatory approval;
- an independent verification;
- a legal opinion;
- an accounting opinion;
- a statutory determination; or
- a guarantee of environmental compliance,
unless such representation is expressly supported by a separate written agreement with ZeroCarbon and is legally permissible.
7. Carbon Accounting, Methodologies and Outputs
7.1 Estimates
Outputs may constitute estimates or calculations based on Customer Data, assumptions, methodologies, emission factors, conversion factors, models, databases, or Third-Party Services.
7.2 Methodology and Factor Changes
Emission factors, grid factors, methodologies, reporting standards, regulatory requirements, databases, and calculation approaches may change. Accordingly, Outputs may change where underlying data, assumptions, methodologies, or factors are updated.
7.3 Retrospective Changes
Where a methodology, emission factor, source dataset, or calculation rule is updated, previously generated Outputs may change if recalculation is technically appropriate or required.
7.4 No Assurance
ZeroCarbon does not independently verify the accuracy of all Customer Data or every third-party input used to generate an Output.
7.5 Independent Review
Where independent verification, assurance, certification, audit, professional review, or sign-off is required by Applicable Law, a reporting framework, stock exchange requirement, certification protocol, customer requirement, lender, investor, or internal policy, Customer is responsible for obtaining the required review from an appropriately qualified person or organisation.
7.6 No Guarantee of Acceptance
ZeroCarbon does not guarantee that any Output will be accepted, approved, recognised, certified, verified, or relied upon by a regulator, auditor, verifier, certifier, investor, lender, customer, exchange, or other third party.
7.7 Environmental Claims
Customer is solely responsible for substantiating and legally reviewing environmental claims it makes based on Outputs, including claims relating to carbon neutrality, net zero, climate neutrality, carbon reduction, carbon removal, carbon offsetting, emissions reductions, sustainability performance, and environmental benefits.
ZeroCarbon does not warrant that any such claim made by Customer complies with Applicable Law, advertising standards, consumer protection requirements, reporting frameworks, or third-party requirements.
8. AI and Automated Functionality
8.1 AI-Enabled Features
The Platform may include artificial intelligence, machine learning, automated classification, recommendation systems, natural-language processing, predictive functionality, or other automated technologies ("AI Features").
8.2 Nature of AI Outputs
AI-generated or automated Outputs may be incomplete, inaccurate, outdated, or unsuitable for a particular purpose. AI Features are intended to assist Customer and do not replace human judgment or professional review.
8.3 Verification
Customer shall independently verify material AI-generated Outputs before relying upon them for regulatory filings, financial decisions, environmental claims, contractual commitments, public disclosures, or other material purposes.
8.4 No Professional Advice
AI Features do not constitute legal, accounting, audit, assurance, environmental, investment, financial, or regulatory advice.
8.5 Third-Party AI Providers
Where ZeroCarbon uses Third-Party Services to provide AI functionality, such functionality may be subject to the terms, limitations, availability, and technical characteristics of those providers.
8.6 Training and Customer Data
Unless expressly disclosed and permitted under the applicable contractual arrangement, ZeroCarbon shall not use identifiable Customer Data to train publicly available or third-party foundation models for unrelated purposes. ZeroCarbon may use de-identified, anonymised, or aggregated information as permitted under these Terms.
8.7 Customer Responsibility
Customer remains responsible for final decisions, submissions, disclosures, and actions taken using AI Features.
9. Carbon Credits, Offsets and Third-Party Registries
9.1 Third-Party Projects
The Platform may display, reference, facilitate access to, or provide information relating to carbon credits, offsets, certificates, climate projects, registries, verification bodies, public blockchains, project developers, marketplaces, or other third parties.
9.2 Third-Party Ownership
Unless expressly stated otherwise in a separate written agreement, ZeroCarbon does not own or operate third-party carbon projects, registries, verification bodies, blockchain networks, or underlying environmental assets.
9.3 No Warranty Regarding Credits
ZeroCarbon does not warrant the authenticity, additionality, permanence, ownership, legal title, delivery, retirement, cancellation, validity, verification, environmental integrity, market value, future performance, or continued availability of any carbon credit, offset, certificate, project, or environmental attribute originating from a third party.
9.4 Role of ZeroCarbon
Unless expressly stated in a separate written agreement, ZeroCarbon acts only as a technology or facilitation provider in relation to third-party carbon credits and does not constitute the issuer, project owner, registry, verifier, broker, investment adviser, or owner of any underlying environmental asset.
9.5 Separate Offset Terms
Where ZeroCarbon directly facilitates the purchase, retirement, transfer, brokerage, or other transaction involving carbon credits or offsets, the applicable transaction may be governed by additional terms, an Order Form, project-specific terms, or an Offset/Credit Purchase Agreement.
9.6 No Investment Advice
Nothing on the Platform constitutes investment, financial, securities, commodities, or trading advice or an offer or solicitation to purchase any regulated financial product.
9.7 Environmental Claims
Customer is responsible for ensuring that its use of carbon credits, offsets, retirement certificates, or environmental attributes complies with Applicable Law and the requirements of any applicable reporting, advertising, certification, or disclosure framework.
10. Fees, Billing, Taxes and Refunds
10.1 Fees
Fees shall be as specified in the applicable pricing page, Order Form, proposal, invoice, checkout flow, subscription confirmation, or service agreement.
10.2 Taxes
Unless expressly stated otherwise, fees are exclusive of applicable taxes, including GST and other applicable indirect taxes. Customer is responsible for taxes, duties, levies, and statutory charges applicable to its purchase or use of the Services, except taxes imposed on ZeroCarbon's income.
10.3 Payment
Invoices shall be payable within the period specified in the applicable invoice or Order Form.
10.4 Late Payment
If Customer fails to make payment when due, ZeroCarbon may, after reasonable notice where appropriate:
- suspend access;
- restrict certain features;
- charge applicable contractual interest or late-payment charges, if specified in the applicable Order Form; and/or
- terminate the applicable Subscription for non-payment.
10.5 Renewal
Unless otherwise stated in the applicable Order Form or subscription terms, a Subscription may automatically renew for successive renewal periods until cancelled in accordance with the applicable cancellation procedure.
10.6 Price Changes
ZeroCarbon may modify subscription pricing for future Subscription Periods by providing reasonable advance notice.
10.7 Refunds
Payments are non-refundable except:
- where expressly provided in an Order Form or refund policy;
- where ZeroCarbon agrees otherwise in writing; or
- where a refund is required by Applicable Law.
10.8 Disputed Charges
Customer shall notify ZeroCarbon in writing of a genuine invoice dispute within a reasonable period after receiving the applicable invoice and shall pay all undisputed amounts when due.
11. Order Forms and Order of Precedence
11.1 Order Forms
Specific commercial arrangements may be documented through an Order Form.
11.2 Order of Precedence
Where there is a conflict between documents governing the Services, the following order of precedence shall apply unless expressly agreed otherwise:
- a separately executed Data Processing Addendum, solely with respect to data protection matters;
- a separately executed Master Services Agreement or equivalent agreement;
- the applicable Order Form;
- an applicable SLA;
- these Terms;
- incorporated policies; and
- other Platform documentation.
11.3 Purchase Orders
A Customer purchase order shall not amend or override these Terms unless expressly accepted in writing by an authorised representative of ZeroCarbon.
12. Customer Data and Data Protection
12.1 Customer Ownership
As between Customer and ZeroCarbon, Customer retains its rights in Customer Data. Nothing in these Terms transfers ownership of Customer Data to ZeroCarbon.
12.2 Limited Processing Right
Customer grants ZeroCarbon a limited, worldwide, non-exclusive, royalty-free right to host, store, reproduce, transmit, process, display, and otherwise use Customer Data solely as reasonably necessary to provide the Services, operate and support the Platform, maintain security, prevent fraud, troubleshoot, comply with Applicable Law, and perform obligations under an applicable Order Form.
12.3 Allocation of Data Protection Roles
The parties acknowledge that their respective roles under Applicable Law may vary depending on the purpose and nature of the relevant processing. Where ZeroCarbon processes Personal Data solely on behalf of Customer and pursuant to Customer's documented instructions, Customer acts as the relevant Data Fiduciary/Controller, and ZeroCarbon acts as the Data Processor. Where ZeroCarbon processes Personal Data for account administration, billing, security, or product telemetry, ZeroCarbon acts as an independent Data Fiduciary.
12.4 Customer Responsibilities
Customer is responsible for ensuring that it has provided required notices and obtained any consent or lawful basis necessary under Applicable Law for Personal Data submitted to the Platform.
12.5 Data Processing Addendum
Where required by Applicable Law or reasonably requested by Customer, the parties shall enter into a Data Processing Addendum ("DPA") governing processing carried out by ZeroCarbon on Customer's behalf.
12.7 Security Measures & 12.8 Security Incidents
ZeroCarbon maintains industry-standard technical and organisational safeguards. In the event of a confirmed security incident affecting Customer Data, ZeroCarbon will notify Customer without undue delay in accordance with Applicable Law.
12.11 Retention & 12.12 Deletion
Customer Data is retained for as long as necessary to provide Services. Upon account termination, Customer Data is deleted in accordance with our retention policy, subject to statutory tax and legal requirements.
13. Platform Data and Derived Information
13.1 Platform Data
ZeroCarbon retains rights in Platform Data, subject to Customer's rights in Customer Data and Applicable Law.
13.2 Aggregated Data
ZeroCarbon may use aggregated and de-identified data generated from use of the Platform for legitimate business purposes including carbon benchmarking and factor optimization.
13.3 No Re-identification
ZeroCarbon shall not intentionally attempt to re-identify properly anonymised information except where necessary for legitimate security, legal, compliance, or technical purposes.
14. Intellectual Property
14.1 ZeroCarbon Ownership
ZeroCarbon and its licensors retain all right, title, and interest in and to the Platform, including software, source code, object code, calculation logic, models, databases, documentation, trademarks, and know-how.
14.4 Customer Use of Outputs
Customer may use Outputs generated specifically for Customer for its internal business, sustainability, reporting, and statutory compliance-support purposes.
14.5 Feedback
ZeroCarbon may use feedback and feature requests without restriction or obligation to compensate Customer, provided Customer's Confidential Information is not disclosed.
15. Confidentiality
Each party shall protect the other party's Confidential Information using reasonable safeguards, use it only for purposes connected with the commercial relationship, and disclose it only to personnel with a legitimate need to know under appropriate non-disclosure covenants.
Confidential Information may be disclosed where required by Applicable Law or court order, provided the receiving party gives reasonable advance notice to the disclosing party where legally permissible.
16. Publicity & 17. Third-Party Services
16.1 Publicity Rights
Neither party may use the other's name, logo, or trademark in public marketing materials, press releases, case studies, or announcements without prior written consent.
17.1 Third-Party Dependencies
The Platform may depend on Third-Party Services (grid factor databases, ERP connectors, cloud hosts). ZeroCarbon does not control and cannot guarantee the uninterrupted operation of independent third-party services.
18. Warranties and Disclaimers
To the maximum extent permitted by Applicable Law, ZeroCarbon disclaims all warranties, express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted operation.
Use of the Services does not guarantee compliance with any statutory law, SEC rule, CSRD directive, or stock exchange requirement. ZeroCarbon does not provide legal, tax, accounting, or professional assurance opinions.
19. Customer Indemnity & 20. Limited ZeroCarbon Indemnity
19. Customer Indemnity
Customer shall defend and indemnify ZeroCarbon from third-party claims arising out of unlawful Customer Data, breach of these Terms, unauthorized greenwashing claims, or failure to obtain statutory independent assurance.
20. Limited ZeroCarbon Indemnity
ZeroCarbon shall defend Customer against third-party claims alleging that Customer's authorized use of the proprietary ZeroCarbon software infringes that third party's applicable intellectual property rights, subject to standard carve-outs.
21. Limitation of Liability
21.1 Exclusion of Indirect Damages
ZeroCarbon shall not be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, goodwill, business opportunities, or data.
21.2 Liability Cap
ZeroCarbon's total aggregate liability arising out of these Terms shall not exceed the greater of: (a) fees actually paid by Customer in the twelve (12) months preceding the claim; or (b) INR 10,000 for free evaluation tiers.
22. Suspension & 23. Termination
22. Suspension
ZeroCarbon may suspend access where Customer materially breaches Terms, presents a security risk, engages in abusive activities, or fails to pay invoiced amounts.
23. Termination
Either party may terminate for cause with thirty (30) days written notice of uncured material breach, or immediately in cases of fraud, severe security violations, or corporate insolvency.
24. Effect of Termination & 25. Data Export
Upon termination, platform access ceases and outstanding fees remain payable. Customer may request a machine-readable export of historical Customer Data within thirty (30) days after termination, subject to settlement of undisputed fees.
26. Force Majeure & 27. Assignment
Neither party is liable for delays caused by circumstances beyond reasonable control (natural disasters, war, grid failures, state-sponsored cyberattacks). Customer may not assign these Terms without prior written consent; ZeroCarbon may assign to corporate affiliates or merger successors.
28. Notices & 29. Grievance Redressal
28. Legal Notices
ZeroCarbon Tech Division
New Delhi, India
legal@zerocarbon.org.in
29. Grievance Redressal Officer
Designated under IT Rules & DPDP Act
Response: 24h ack | 15d resolution
grievance@zerocarbon.org.in
30. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of India. Unresolved disputes shall be submitted to final and binding arbitration under the Indian Arbitration and Conciliation Act, 1996 by a sole arbitrator seated in New Delhi, Delhi, India. The language of arbitration shall be English.
31 to 36. General Provisions
37. Contact Information & Legal Acknowledgement
For legal inquiries, contract clarifications, or Data Processing Addenda requests, please reach out to our legal division: