Terms of Service

1. These Terms

1.1 These Terms of Service (the "Terms") are an agreement between CSR ECO SOLUTIONS INC., a corporation incorporated under the laws of the Province of Ontario, Canada, carrying on business as csr eco solutions, of 2 Island 130, Port Severn, Ontario L0K 1S0 ("csr eco solutions"), and the organisation that creates an account on recovery or signs an Order Form ("Customer").

1.2 Customer accepts these Terms on the earliest of: (a) a person clicking to accept them for Customer when the account is created or at first sign-in; (b) Customer signing an Order Form that refers to them; and (c) Customer first using the Platform.

1.3 The person who accepts these Terms for Customer confirms that they have authority to bind Customer. A person who does not have that authority must not accept these Terms or use the Platform.

1.4 The Platform is offered to businesses and other organisations. Customer confirms that it uses the Platform for the purposes of its business or organisation and not as a consumer.

1.5 Territory. The Platform is offered to organisations established in Canada and the United States, for projects located there. csr eco solutions may decline or close an account opened from elsewhere, and Customer will not enter personal information about people outside Canada and the United States except as needed to record a project located there.

1.6 The "Agreement" is made up of: (a) any Order Form; (b) the Data Processing Addendum; (c) these Terms; and (d) the Acceptable Use Policy and, only where an Order Form attaches it, the Service Level and Support Policy. Section 27.2 says which one governs if they conflict. The Privacy Policy and the Security and Data Storage Overview describe how csr eco solutions handles personal information and protects the Platform; these Terms refer to them in sections 12 and 13.

2. Definitions

In the Agreement:

"Acceptable Use Policy" means the policy of that name published at https://recovery.csrecosolutions.com/legal/acceptable-use, as changed under section 22. A reference in section 7 to the "Acceptable Use terms" is a reference to the Acceptable Use Policy.

"Authorised Users" means the individuals whom Customer invites or allows to use the Platform under its account, including Customer's employees and contractors and any other person who enters data or views reports on Customer's behalf.

"Client Data" has the meaning given in section 7.

"Confidential Information" has the meaning given in section 11.

"Data Processing Addendum" means the data processing addendum between csr eco solutions and Customer, published at https://recovery.csrecosolutions.com/legal/dpa or attached to an Order Form.

"Derived Outputs" has the meaning given in section 7.

"Documentation" means the help pages in the Platform, including the summary of csr eco solutions' proprietary methodology.

"Fees" means the amounts payable for a Plan, for Verification Services and for any other paid item, as stated in an Order Form or shown at checkout.

"Managed Projects" means projects that csr eco solutions performs for Customer under a separate services agreement and whose figures csr eco solutions enters from its own records.

"Order Form" means an order for a Plan, a pilot, Verification Services or another paid item that refers to these Terms and is signed by both parties, or that Customer completes through the Platform's checkout. A reference in section 7 to a "separate written order" or an "order" is a reference to an Order Form.

"Plan" means the level of service that applies to Customer's account: Free, Pro, Business or Enterprise, or another plan named in an Order Form.

"Platform" or "recovery" means the client reporting portal called recovery that csr eco solutions operates at recovery.csrecosolutions.com and at any other address it provides, together with the Documentation.

"Privacy Policy" means the privacy policy published at https://recovery.csrecosolutions.com/legal/privacy.

"Published Project" means a Managed Project that csr eco solutions has published into Customer's account in the Platform, as section 4.11 describes.

"Security and Data Storage Overview" means the document of that name that csr eco solutions provides to Customer on request.

"Service Level and Support Policy" means the policy of that name that an Order Form attaches.

"Subscription Term" means the period for which Customer has bought a paid Plan, as stated in the Order Form or at checkout, and each renewal of it.

"Verification Services" means the paid service described under that heading in section 7, bought for a named project under an Order Form.

"Including" means "including without limitation". Headings do not affect meaning.

3. Accounts and Authorised Users

3.1 One account per organisation. Customer will give accurate information about itself when it creates an account, will keep that information current, and will hold one organisation account on the Platform unless csr eco solutions agrees otherwise in writing.

3.2 Authorised Users. Customer decides who its Authorised Users are and which role each one holds. Customer is responsible for everything its Authorised Users do or fail to do on the Platform, and for their compliance with the Agreement, as if Customer had done it itself.

3.3 One sign-in per person. Each Authorised User must have their own sign-in. Sign-in details must not be shared between people.

3.4 Multi-factor authentication. Where the Platform offers multi-factor authentication, each Authorised User will set it up and use it. Customer and its Authorised Users will keep passwords, authenticator devices and backup codes secure.

3.5 Responsibility for credentials. Customer is responsible for all activity that takes place using its Authorised Users' sign-in details, except to the extent that the activity is caused by csr eco solutions' breach of the Agreement. Customer will tell csr eco solutions promptly, at info@csrecosolutions.com, if it suspects that an account has been used without authority, and will remove Authorised Users who no longer need access.

3.6 Acceptance by Authorised Users. Each Authorised User accepts these Terms, including the acknowledgement in section 6 and the Acceptable Use Policy, when their account is made or, if their account was made another way, when they first sign in. csr eco solutions keeps a record of each acceptance, with the person, the time, the version of the text and how the account was made.

3.7 Owners. Each account must have at least one Authorised User with the owner role. An owner may change the Plan, manage Authorised Users and close the account. csr eco solutions may act on an owner's instructions. If there is a dispute about who controls an account, csr eco solutions may rely on the Order Form or ask for reasonable evidence before it acts.

3.8 Getting back into an account. If an Authorised User loses access, csr eco solutions may confirm the person's identity and apply a waiting period before it restores access.

3.9 Review of new accounts. csr eco solutions may review a new account before it switches on some features, may ask for more information, and may decline to open or continue a free account. The Privacy Policy describes the information used in that review.

3.10 Channel partners. A channel partner sees Client Data only if Customer links its account to that partner, and Customer may remove the link at any time. A channel partner's people are not Customer's Authorised Users.

4. Plans and limits

4.1 Plans. The features and limits of each Plan are described on the Plan page in the Platform and in any Order Form. Features differ between Plans, and a feature shown as not yet available is not part of any Plan until csr eco solutions releases it.

4.2 Free plan. The Free plan has no Fee. It includes three (3) projects that Customer creates itself, for the whole life of Customer's organisation on the Platform. The allowance does not renew each year. A project counts while it exists; a project that Customer deletes no longer counts. The allowance belongs to the organisation, however many accounts, email addresses or domains its people use.

4.3 Managed Projects. Managed Projects do not count toward any Plan limit.

4.4 Reaching a limit. When Customer reaches a limit of its Plan, it cannot add more of the limited item (for example a new project or another person who can enter data) until it moves to a higher Plan, adds to its Plan, or, on a paid Plan with a rolling limit, until the limit allows it. Reaching a limit does not delete Client Data and does not stop Customer correcting projects it has already created.

4.5 Changes to the Free plan. csr eco solutions may change the features or limits of the Free plan, or stop offering it, by giving Customer at least 30 days' notice under section 24. A change of this kind does not delete Client Data. If csr eco solutions stops offering the Free plan to Customer, section 18 applies.

4.6 Changes to paid Plans. csr eco solutions may add to or change the features of a paid Plan. It will not materially reduce the main functions of Customer's paid Plan during a Subscription Term.

4.7 Pilots. A pilot is governed by its Order Form, which states its length, its start date, what it converts to and how Customer may cancel it.

4.8 Attribution line. A report that Customer exports on the Free plan carries a line saying that it was made with recovery. Customer will not remove or hide that line.

4.9 Enterprise. Enterprise is a Plan that csr eco solutions arranges with Customer and records in an Order Form. csr eco solutions staff set it on Customer's account. Customer cannot start, change or leave Enterprise by itself in the Platform, and the Platform shows no price for it. Unless the Order Form says otherwise, Enterprise includes 150 projects that Customer creates in any rolling 12 months and an unlimited number of editors. csr eco solutions may set different limits for Customer's account and will state them in the Order Form. Reaching the project limit does not stop Customer from entering a project. Projects over the limit are invoiced by csr eco solutions afterwards, at the rate stated in the Order Form; they are not charged automatically. Enterprise is invoiced outside the Platform, not by card.

4.10 When Enterprise ends. When the Enterprise arrangement ends, csr eco solutions moves Customer's organisation to the Free plan, and section 5.10 applies as if a paid Plan had ended. Customer's projects become read-only at once. Customer's reports stay viewable, read-only, for 30 days. After the 30 days csr eco solutions deletes the Client Data that Customer entered, under section 18.4. csr eco solutions emails Customer's owners when the read-only period begins, 7 days and 1 day before the deletion, and after it. Section 4.11 says what happens to Published Projects.

4.11 Published Projects. csr eco solutions staff may publish into Customer's account a project that csr eco solutions ran for Customer, so that Customer can see the report in the Platform. Publication is a manual action by csr eco solutions staff. csr eco solutions does not promise that it will publish every Managed Project or publish by any date. A Published Project is read-only to every Authorised User: Customer cannot edit or delete it. If a Published Project contains an error, csr eco solutions may correct it and publish it again, which replaces the earlier version. If a project was published by mistake or should not be shown, csr eco solutions may withdraw it, and Customer stops seeing it at once. csr eco solutions may do either without Customer's consent, and tells Customer's owners by email when it does. A Published Project does not count toward any Plan limit (section 4.3). It is not deleted when a paid Plan or Enterprise ends. It is deleted from the Platform when Customer's organisation is closed and purged. csr eco solutions keeps its own record of the project under the services agreement (section 18.7).

4.12 Features switched on later. Some features, for example file uploads, may be switched off when Customer's account is opened and switched on after launch. A feature that is switched off is not part of any Plan (section 4.1). csr eco solutions will update the Privacy Policy and the Security and Data Storage Overview before it switches on a feature that collects new kinds of information about people.

5. Fees and payment

5.1 Fees. Customer will pay the Fees stated in the Order Form or shown at checkout. Fees do not include taxes.

5.2 Billing. A paid Plan is billed in advance for each Subscription Term. Where Customer pays by invoice, each invoice is due 30 days after its date. Where Customer pays by card or another method offered at checkout, Customer authorises csr eco solutions, through its payment processor, to charge that method at the start of each Subscription Term and for any upgrade. csr eco solutions does not receive or store card numbers.

5.3 Renewal. A Subscription Term renews automatically for a further term of the same length, at csr eco solutions' price for that Plan at the time of renewal, unless Customer cancels before the renewal date. For a Plan billed annually, csr eco solutions will remind Customer of the renewal at least 30 days before it. A Plan billed monthly renews without a reminder. csr eco solutions will give at least 60 days' notice of any increase in the price that will apply on renewal.

5.4 Price during a term. The price and currency of a Subscription Term are fixed for that term.

5.5 Upgrades. Customer may move to a higher Plan or add to its Plan at any time. The change takes effect at once, and the additional Fee is charged in proportion to the time left in the Subscription Term.

5.6 Downgrades. A move from Business to Pro takes effect at once, and the unused part of the Business fee is credited against later invoices. A move to the Free plan takes effect at the end of the current Subscription Term, with no refund or credit.

5.7 Cancellation. Customer may cancel a paid Plan at any time, through the Platform or by notice under section 24. Cancellation takes effect at the end of the current Subscription Term: for a Plan billed annually, the end of the current year; for a Plan billed monthly, the end of the current monthly billing period. The paid Plan stays in place until then, and section 5.10 then applies.

5.8 Refunds. All sales are final. Fees are not refundable, in whole or in part, whether the Plan is billed annually or monthly, except where these Terms say so or where the law requires it. Cancelling a monthly Plan stops the next charge; it does not refund the current period.

5.9 Late payment. If an invoice is still unpaid 45 days after its date, csr eco solutions may, after giving Customer at least 7 days' notice, suspend the paid Plan and hold Customer's projects read-only until the amount is paid. If the amount is still unpaid 30 days after the suspension, the paid Plan ends and section 5.10 applies.

5.10 End of a paid Plan or pilot. When a paid Plan ends without renewing, or a pilot ends without converting: (a) share links and public results pages that depend on a paid Plan are switched off; (b) csr eco solutions holds every project that Customer created, including any within the Free plan allowance, in read-only form for 30 days. During those 30 days Customer may export its Client Data under section 18, and may move to a paid Plan again, in which case every project becomes editable; (c) after the 30 days, csr eco solutions deletes those projects and the Client Data in them under section 18.4; and (d) Managed Projects are not affected.

5.11 Taxes. Customer will pay all sales, use, goods and services, harmonised sales, value-added and similar taxes that apply to the Fees, other than taxes on csr eco solutions' income. If the law requires Customer to withhold an amount from a payment, Customer will pay the additional amount needed so that csr eco solutions receives the full Fee.

5.12 Currency. Fees are stated and payable in the currency shown on the Order Form or at checkout.

5.13 Discounts and codes. A subscription receives one discount at most. A discount applies to the first Subscription Term only unless the Order Form says otherwise. Promotional and referral codes have no cash value and do not add projects to any Plan.

5.14 Disputed amounts. Customer will tell csr eco solutions about any amount it disputes within 30 days of the invoice or charge, and will pay the undisputed part on time.

6. Customer's figures are Customer's own

6.1 The figures that Customer and its Authorised Users enter into or upload to the Platform are Customer's own figures. Each time Customer or an Authorised User submits Client Data, Customer confirms that the information is accurate and complete to the best of its knowledge, and that the person submitting it is authorised to submit it on Customer's behalf.

6.2 Customer understands that csr eco solutions does not verify client-entered data unless verification is purchased for a project, that automated entry checks are an aid only and may not detect errors, and that reports generated from Customer's data reflect only the data provided.

6.3 Customer gives this acknowledgement once, by accepting these Terms, and it applies to every project and every submission. Each Authorised User gives the same acknowledgement when first signing in.

6.4 The Platform may still ask for a specific confirmation at particular steps, including when a project is marked finished and when data is imported in bulk. Those confirmations are in addition to this section.

6.5 If csr eco solutions changes the wording of this section, the Platform will ask each Authorised User to accept the new wording at their next sign-in.

7. Client Data, checks, verification and Derived Outputs

Client Data. Customer is solely responsible for the accuracy, completeness, legality, and integrity of all data that Customer or its Authorised Users enter into or upload to the Platform, including scale tickets, weight records, load grades, donation, reuse, and recycling records, inventory, photographs, and supporting documents ("Client Data"). csr eco solutions does not audit, verify, or validate Client Data unless expressly engaged to do so under a separate written order for Verification Services.

Automated Checks. The Platform may apply automated checks to Client Data after Customer enters it and notify Customer of possible inconsistencies. Automated checks do not enter, suggest, or change Client Data. They are provided solely as an aid to Customer's own data entry. They are not a review, audit, verification, or validation of Client Data by csr eco solutions; they may not detect errors; and the absence of a notification does not indicate that Client Data is accurate or complete. Customer remains solely responsible for Client Data whether or not a check notifies Customer, and whether or not Customer acts on a notification.

Integrity Checks Across Accounts. To detect the reuse of the same scale ticket or record in more than one account, csr eco solutions may compare a one-way keyed fingerprint of record identifiers (for example, the receiving facility and ticket number) across accounts on the Platform. Only csr eco solutions performs this comparison. Its results are not shown to Customer or to any other customer, and no other customer's data is disclosed to Customer as a result. csr eco solutions may contact Customer about a match and, where it has reasonable grounds, may withhold a verification or suspend a report under the Acceptable Use terms. A match is not a finding that any data is inaccurate, and csr eco solutions is not obliged to perform the comparison or to detect any reuse.

Verification Services. Where Customer purchases Verification Services for a project, csr eco solutions staff will compare the Client Data identified in the order against the supporting evidence Customer has submitted, within the scope described in the order. Verification does not extend to data or loads not submitted, to the processing performed by any receiving facility, or to Customer's use of Derived Outputs. Automated checks are not part of Verification Services. csr eco solutions' aggregate liability for Verification Services is limited to the Fees Customer paid for those Verification Services.

Derived Outputs. Reports, dashboards, metrics, and calculations generated by the Platform from Client Data, including diversion rates, carbon and emissions estimates, and equivalencies ("Derived Outputs"), are produced from Client Data using csr eco solutions' proprietary methodology. Derived Outputs are estimates and are provided "as is".

Disclaimer. To the maximum extent permitted by applicable law, csr eco solutions disclaims all warranties, express or implied, with respect to Client Data and Derived Outputs, including any warranty of accuracy, completeness, merchantability, fitness for a particular purpose, or suitability for any regulatory, disclosure, certification, or audit purpose.

Customer Use. Customer is solely responsible for any use of Derived Outputs, including in public statements, marketing, sustainability or ESG disclosures, green building certifications, and regulatory filings. Customer shall defend, indemnify, and hold harmless csr eco solutions from claims arising from inaccurate, incomplete, or unlawful Client Data, or from Customer's use of Derived Outputs.

Data Use. csr eco solutions does not use Client Data to market its services to Customer's customers. csr eco solutions does not use Client Data to introduce, recommend, rank or route work to any supplier, including movers, liquidators and recycling facilities, unless Customer asks it to for a named project. Client Data is shared with a channel partner, supplier or other third party only when Customer links to it or sends it to it, and Customer may revoke a link at any time.

Sharing. If Customer publishes, posts or otherwise shares any figure, image or text produced by the Platform from Client Data, Customer will include the data source statement the Platform provides with it, will not alter any figure, and will not state or imply that csr eco solutions verified, certified or endorsed any figure it has not labelled "Verified by csr eco solutions". Any target, comparison or forward-looking statement is Customer's own. csr eco solutions may withdraw a public results page or card record that it reasonably believes misrepresents the Platform's figures or their source; the notice remains at that address.

8. Licence and restrictions

8.1 Right to use the Platform. While the Agreement is in force, and subject to it, csr eco solutions grants Customer a non-exclusive, non-transferable right, which Customer may not sublicense, for Customer and its Authorised Users to access and use the Platform, within the limits of Customer's Plan, for Customer's own business purposes, including reporting on projects that Customer runs for its own clients.

8.2 Right to use Derived Outputs. Customer may use, copy and share the Derived Outputs produced for its account, subject to the Customer Use and Sharing clauses in section 7. csr eco solutions keeps its rights in the report formats, the calculation method and the factors behind them.

8.3 Restrictions. Customer will not, and will not allow anyone else to: (a) sell, resell, rent, lease or sublicense the Platform, or offer it to others as its own service; (b) copy, modify or make derivative works of the Platform; (c) decompile, reverse engineer or try to obtain the source code of the Platform, except where the law gives a right to do so that cannot be excluded; (d) use the Platform to build a competing product or service, or to copy its calculation method or factors; (e) remove, alter or hide any notice, data source statement, attribution line, "Powered by csr eco solutions" line or other mark that the Platform places on a page, report, export, card or link; (f) get around any Plan limit or technical control; (g) use csr eco solutions' name, or any statement about csr eco solutions' own environmental management practices or about any independent review of them, to describe Customer's own figures; or (h) use the Platform in breach of the Acceptable Use Policy or the law.

8.4 Rights reserved. csr eco solutions keeps all rights that the Agreement does not expressly grant.

9. Ownership and data licence

9.1 Client Data. As between the parties, Customer owns the Client Data. Nothing in the Agreement transfers ownership of Client Data to csr eco solutions.

9.2 The Platform. As between the parties, csr eco solutions and its licensors own the Platform, the Documentation, the software, the designs and report formats, the calculation method, the emission, conversion and other factors the Platform uses, and the names and marks "csr eco solutions" and "recovery" and the leaf monogram. Nothing in the Agreement transfers any of them to Customer.

9.3 Licence to host and process Client Data. Customer grants csr eco solutions a non-exclusive, royalty-free, worldwide licence to host, copy, transmit, display and otherwise process Client Data, while the Agreement is in force and during the exit period in section 18, only as needed to: (a) provide the Platform and support to Customer; (b) run the automated checks and the integrity checks described in section 7; (c) perform any Verification Services that Customer orders; (d) prevent or deal with security, fraud, abuse and technical problems; (e) do what Customer asks, including sharing Client Data through a link that Customer creates; and (f) comply with the law. This licence is subject to the Data Use clause in section 7. csr eco solutions may use the service providers identified in the Data Processing Addendum to do these things and remains responsible for them.

9.4 No marketing use. csr eco solutions does not count Client Data in its own diversion totals or marketing claims. It will not use Customer's name, logo or results in its own marketing without Customer's written permission.

9.5 Information about use of the Platform. csr eco solutions may collect and use information about how the Platform is used and how it performs, such as sign-in records, features used and error logs, to operate, secure, bill for, support and improve the Platform. This information does not include the content of Client Data. Personal information in it is handled as the Privacy Policy describes.

9.6 Feedback. If Customer gives csr eco solutions suggestions about the Platform, csr eco solutions may use them without restriction and without payment. Customer is not required to give any.

9.7 Managed Projects. The figures csr eco solutions enters for Managed Projects are governed by the services agreement under which csr eco solutions performed the project. The Agreement governs only Customer's access to them through the Platform. A channel partner through which a Managed Project was delivered or paid for may also see that project.

10. Uploaded content and third-party rights

10.1 Customer confirms that it has every right, permission and consent it needs to enter and upload the Client Data, including scale tickets and receipts issued by others, photographs, documents, logos and information about people, and to have csr eco solutions process it as the Agreement describes.

10.2 Customer will not upload anything that infringes another person's rights or breaks the law, and will follow the limits on personal information in the Acceptable Use Policy.

10.3 The Platform checks uploaded files automatically, for example for file type and malicious code. A file that passes those checks has not been read or reviewed by csr eco solutions.

10.4 csr eco solutions may remove or disable access to any content that it reasonably believes infringes another person's rights or breaches the Agreement. It will tell Customer when it does, unless the law prevents that.

10.5 A person who believes that content on the Platform infringes their rights may write to info@csrecosolutions.com.

10.6 When file uploads are available, the Platform accepts PDF, PNG, JPEG and WebP files, within the size limits shown in the Platform. A file that fails the checks in 10.3 is rejected, and a file that cannot be checked is not shown.

10.7 When file uploads are available, storage is limited as described for Customer's Plan: Free 100 MB and 50 files; Pro and pilot 2 GB and 2,000 files; Business 10 GB and 10,000 files; Enterprise as set in the Order Form (Business's allowance until then). A change to a lower Plan deletes no file, but Customer cannot upload another file until it is within the new limit.

10.8 Customer's responsibility for uploads. Customer is responsible for each file that it or its Authorised Users upload. Customer will not upload a file that contains malicious code, will not try to get around the checks in 10.3, and will not upload personal information that a project record does not need (Acceptable Use Policy, section 7). Customer is responsible for having the right to upload a file and for any notice or consent that the law requires for the personal information in it (10.1 and 12.3).

11. Confidentiality

11.1 "Confidential Information" means information that one party discloses to the other in connection with the Agreement and that is marked confidential or would reasonably be understood to be confidential. Customer's Confidential Information includes Client Data. csr eco solutions' Confidential Information includes the non-public parts of the Platform, its security measures and its pricing in an Order Form.

11.2 Confidential Information does not include information that: (a) is or becomes public other than through a breach of the Agreement; (b) the receiving party already knew, or receives from someone else, without a duty of confidence; or (c) the receiving party develops independently without using it.

11.3 The receiving party will: (a) use the other party's Confidential Information only to perform the Agreement or exercise its rights under it; (b) protect it with at least reasonable care; and (c) disclose it only to its employees, contractors, professional advisers and service providers who need it for that purpose and who are bound to keep it confidential.

11.4 The receiving party may disclose Confidential Information where the law, a court or a regulator requires it. Where the law allows, it will first tell the other party and will disclose only what is required.

11.5 This section does not restrict what Customer does with its own Client Data or Derived Outputs, including publishing or sharing them.

11.6 This section continues for 5 years after the Agreement ends, and for as long as csr eco solutions holds Client Data.

12. Privacy and data protection

12.1 csr eco solutions handles personal information about Authorised Users and Customer's contacts as the Privacy Policy describes.

12.2 Where csr eco solutions processes personal information contained in Client Data on Customer's behalf, the Data Processing Addendum applies and forms part of the Agreement.

12.3 Customer decides what personal information goes into its projects. Customer is responsible for giving any notice and getting any consent that the law requires for that information, and for keeping it to what a project record needs, as the Acceptable Use Policy describes.

12.4 Questions and concerns about privacy go to dpo@csrecosolutions.com.

13. Security

13.1 csr eco solutions maintains the administrative, technical and physical safeguards described in the Security and Data Storage Overview. It may update that document as the Platform changes, but will not materially reduce the overall level of protection during a Subscription Term.

13.2 Customer is responsible for the security of its own systems and devices, for deciding who its Authorised Users are and what each may do, and for removing access that is no longer needed.

13.3 csr eco solutions will notify Customer of a security incident that affects Client Data as the Data Processing Addendum provides.

13.4 Customer will not test the security of the Platform without csr eco solutions' prior written permission, as the Acceptable Use Policy provides.

14. Service levels and support

14.1 csr eco solutions provides the support described for Customer's Plan on the Plan page in the Platform and, where an Order Form attaches it, in the Service Level and Support Policy.

14.2 The availability and response figures in that policy are targets. Missing a target does not entitle Customer to a service credit, a refund or any other remedy unless an Order Form expressly says that it does.

14.3 The Platform may be unavailable during maintenance. csr eco solutions will give notice of planned maintenance where that is practicable.

14.4 The Free plan is provided on a best-effort basis, with no availability or response commitment.

15. Beta and pre-release features

15.1 csr eco solutions may offer features that it labels beta, preview, pilot, pre-release or "coming soon". Customer may choose whether to use them.

15.2 These features are provided "as is". They may change or be withdrawn at any time, they are not covered by the Service Level and Support Policy, and the warranty in section 19.2 does not apply to them.

15.3 A statement about a feature that csr eco solutions plans to release is a statement of its plans and not a commitment. Customer does not buy a Plan in reliance on any future feature.

15.4 Sections 6 and 7 apply to Client Data entered through these features in the same way as to any other Client Data.

16. Suspension

16.1 csr eco solutions may suspend access to the Platform for Customer or for an Authorised User, or may suspend a particular project, report, share link, public results page or card, where: (a) section 5.9 allows it for non-payment; (b) it reasonably believes that Customer or an Authorised User has breached the Acceptable Use Policy or section 8.3; (c) it reasonably believes that the suspension is needed to protect the security of the Platform, of Customer or of other customers, including where sign-in details appear to be compromised; (d) the law, a court or a regulator requires it; or (e) section 7 provides for it.

16.2 csr eco solutions will limit a suspension to what is reasonably needed, in scope and in time. It will give Customer notice before the suspension where that is practicable and otherwise promptly afterwards, unless the law prevents it. It will give its reasons, except where doing so would create a security risk or reveal information about another customer.

16.3 csr eco solutions will lift the suspension promptly once the cause has been dealt with.

16.4 Customer may ask for a suspension to be reviewed by a person by writing to info@csrecosolutions.com.

16.5 Fees continue to be payable during a suspension that results from Customer's or an Authorised User's act or omission.

17. Term and termination

17.1 Term. The Agreement starts when Customer accepts these Terms and continues until the account is closed or the Agreement is terminated under this section.

17.2 Free accounts. Customer may close a Free account at any time, through the Platform or by writing to info@csrecosolutions.com. csr eco solutions may close a Free account by giving at least 30 days' notice.

17.3 Paid Plans. A paid Plan runs for its Subscription Term and renews under section 5.3. Customer may cancel it under section 5.7. When a paid Plan ends, section 5.10 applies: Customer's projects are held read-only for 30 days and then deleted, unless Customer moves to a paid Plan again before then.

17.4 Termination for breach. Either party may terminate the Agreement by notice if the other party materially breaches it and does not put the breach right within 30 days of being asked to in writing.

17.5 Serious misuse. csr eco solutions may terminate the Agreement at once, by notice, if Customer or an Authorised User seriously or repeatedly breaches the Acceptable Use Policy.

17.6 Insolvency. Either party may terminate the Agreement by notice if the other becomes insolvent, makes an arrangement with its creditors or has a receiver or trustee appointed over its business.

17.7 Ending the Platform. csr eco solutions may stop offering the Platform by giving at least 90 days' notice.

17.8 What happens to Fees. On termination, Customer will pay all Fees owing up to the end date. If Customer terminates under section 17.4, or csr eco solutions terminates under section 17.7, csr eco solutions will refund the part of any prepaid Fees that relates to the time after the end date. No other refund is due.

17.9 After the end. When the Agreement ends, the rights granted in section 8 end and section 18 applies.

18. Export and deletion on exit

18.1 During the Agreement. Customer may export its reports and data at any time using the export features of its Plan.

18.2 Exit period. For 30 days after the account is closed, a paid Plan or pilot ends under section 5.10, or the Agreement ends (the "Exit Period"), csr eco solutions will keep the Client Data available to Customer in read-only form so that Customer can retrieve it. csr eco solutions may shorten or withhold this access where the law requires it or where the Agreement was terminated under section 17.5 because of unlawful content.

18.3 Archive. If Customer asks before the Exit Period ends, csr eco solutions will give Customer, once and at no charge, an archive of the records Customer entered, in a common machine-readable format, with a list of the files it uploaded. The archive contains Client Data as entered and does not contain Derived Outputs.

18.4 Deletion. After the Exit Period, csr eco solutions will delete the Client Data from its live systems. Copies in backups are deleted as the backups age out.

18.5 What is kept. csr eco solutions may keep, for the periods stated in the Privacy Policy: (a) records of who accepted these Terms and any confirmation, with the time and the version of the text; (b) billing and tax records; (c) security and audit logs; (d) a coded record of Customer's organisation and of the Free plan projects it has used, so that the Free allowance in section 4.2 cannot be reset by closing and reopening an account; (e) the notice left at the address of a withdrawn public results page or card, as section 7 provides; and (f) anything the law requires it to keep. Section 11 continues to apply to anything that is kept.

18.6 Deleted projects. Where Customer or an Authorised User deletes a project or other record and confirms the deletion, csr eco solutions is not required to restore it.

18.7 Managed Projects. This section does not apply to csr eco solutions' own records of Managed Projects, which csr eco solutions keeps under the services agreement for those projects. It does apply to the copy of a Published Project in the Platform, which is deleted when Customer's organisation is closed and purged (section 4.11).

18.8 Copies outside the Platform. csr eco solutions has no control over, and no responsibility for, reports, images or text that Customer downloaded or published before the account was closed.

19. Warranties and disclaimer

19.1 Each party confirms that it has the authority to enter into the Agreement and that it will comply with the laws that apply to it in performing the Agreement.

19.2 csr eco solutions will provide the Platform under a paid Plan with reasonable care and skill and materially as the Documentation describes. If it does not, and Customer tells csr eco solutions in writing, csr eco solutions will make reasonable efforts to correct the problem. If it cannot do so within 30 days, Customer may terminate the affected paid Plan and receive a refund of the part of any prepaid Fees that relates to the time after termination. This is Customer's only remedy for a breach of this section.

19.3 Except as the Agreement expressly states, and to the maximum extent permitted by applicable law, the Platform, the Documentation and all support are provided "as is" and "as available". csr eco solutions disclaims all other warranties, conditions and representations, whether express, implied, statutory or collateral, including any warranty or condition of merchantable quality, merchantability, fitness for a particular purpose, title or non-infringement. csr eco solutions does not warrant that the Platform will be uninterrupted or free of errors.

19.4 The Disclaimer clause in section 7 applies to Client Data and Derived Outputs. csr eco solutions is not Customer's auditor, verifier or adviser. The Platform does not give legal, accounting, assurance or regulatory advice, and does not decide whether Customer meets any law, standard, certification or disclosure rule.

19.5 Any statement about csr eco solutions' own environmental management practices, or about any independent review of them, describes csr eco solutions' own services and reporting. It is not a statement about the Platform, about Client Data or about Derived Outputs produced from Client Data.

20. Limitation of liability

20.1 Nothing in the Agreement limits or excludes a liability that cannot be limited or excluded by law.

20.2 To the maximum extent permitted by applicable law, neither party is liable to the other for any indirect, consequential, special, incidental, punitive or exemplary loss, or for any loss of profit, revenue, business, goodwill or anticipated savings, however it arises and whether or not the party knew it was possible.

20.3 To the maximum extent permitted by applicable law, csr eco solutions' total liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, will not exceed the Fees Customer paid for the Platform in the 12 months before the event that gave rise to the claim. Where Customer is on the Free plan and has paid no Fees, the limit is CAD 100.

20.4 csr eco solutions' liability for Verification Services is limited as the Verification Services clause in section 7 states.

20.5 Sections 20.2 and 20.3 do not limit: (a) Customer's obligation to pay Fees; (b) Customer's obligations under the Customer Use clause in section 7 and under section 21.1; or (c) Customer's liability for a breach of section 8.3.

20.6 The Fees reflect the allocation of risk in this section. The limits apply even if a remedy in the Agreement fails of its purpose.

21. Indemnities

21.1 By Customer. In addition to the Customer Use clause in section 7, Customer will defend, indemnify and hold harmless csr eco solutions and its officers, directors and employees from any claim by a third party, and the resulting losses and reasonable legal costs, arising from: (a) an allegation that Client Data, or anything else Customer uploads, infringes or violates another person's rights, including privacy rights; (b) a breach of the Acceptable Use Policy by Customer or an Authorised User; or (c) a dispute between Customer and its own clients, partners or Authorised Users about Customer's use of the Platform.

21.2 By csr eco solutions. csr eco solutions gives an indemnity only where an Order Form says so.

21.3 Process. The party seeking an indemnity will: (a) tell the other party promptly about the claim; (b) let the other party control the defence and any settlement; and (c) give reasonable help at the other party's cost. The indemnifying party will not settle a claim in a way that admits fault on behalf of the other party, or places an obligation on it, without its written consent.

22. Changes to these Terms

22.1 csr eco solutions may change these Terms, the Acceptable Use Policy and the Service Level and Support Policy. Each version carries a version number and a date and is published at https://recovery.csrecosolutions.com/legal/terms (the Privacy Policy at /legal/privacy, the Acceptable Use Policy at /legal/acceptable-use). Earlier versions stay published at their own addresses.

22.2 Where a change is material, csr eco solutions will give notice at least 30 days before it takes effect, by email to the account's owners and by a notice in the Platform.

22.3 A change may take effect sooner where the law or the security of the Platform requires it, or where it only adds a feature or corrects an error.

22.4 If Customer is on a paid Plan and objects to a material change that is to its disadvantage, it may say so by notice before the change takes effect. The earlier version then continues to apply to Customer until the end of its current Subscription Term.

22.5 Subject to section 22.4, Customer accepts a change by continuing to use the Platform after it takes effect. Whenever csr eco solutions publishes a new version of these Terms or the Privacy Policy, the Platform asks each Authorised User to accept it at their next sign-in, and the Platform cannot be used until they do.

22.6 An Order Form may be changed only in writing signed by both parties.

22.7 Earlier versions of these Terms stay published as section 22.1 describes, and csr eco solutions will also provide them on request.

23. Governing law and venue

23.1 The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply in Ontario, without regard to conflict of laws rules.

23.2 The courts of Ontario sitting in Toronto have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement, and each party submits to those courts.

23.3 Either party may ask any court with jurisdiction for an order to protect its intellectual property or its Confidential Information.

23.4 The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

24. Notices

24.1 To Customer. csr eco solutions gives notice to Customer by email to the account's owners at the addresses held in the Platform, and to any notice contact named in an Order Form. It may give operational notices, such as planned maintenance, in the Platform.

24.2 To csr eco solutions. Customer gives legal notice by email to info@csrecosolutions.com, with a copy by post or courier to 545 King St W, Suite 338, Toronto, Ontario M5V 1K4. Customer may cancel a Plan or close an account through the Platform or by email to info@csrecosolutions.com. Privacy questions and concerns go to dpo@csrecosolutions.com.

24.3 A notice sent by email is treated as received on the next business day in Ontario after it is sent.

24.4 Customer will keep its owners' email addresses current. A notice sent to the last address held is validly given.

25. Assignment

25.1 Customer may not assign or transfer the Agreement without csr eco solutions' written consent, which will not be unreasonably withheld.

25.2 csr eco solutions may assign the Agreement to an affiliate, or to a successor to the business that operates the Platform, by giving notice to Customer.

25.3 csr eco solutions may use subcontractors and service providers to perform the Agreement and remains responsible for them.

25.4 The Agreement binds and benefits each party's permitted successors and assigns.

26. Force majeure

26.1 Neither party is liable for a failure or delay in performing the Agreement that is caused by an event beyond its reasonable control, including a natural disaster, fire, flood, epidemic, act of government, war, civil disturbance, labour dispute, or a failure of the internet or of a hosting, telecommunications or power provider.

26.2 This section does not excuse an obligation to pay Fees.

26.3 The affected party will tell the other party promptly and will resume performance as soon as it reasonably can. If the event continues for more than 60 days, either party may terminate the affected Plan by notice, and csr eco solutions will refund the part of any prepaid Fees that relates to the time after termination.

27. General

27.1 Entire agreement. The Agreement is the whole agreement between the parties about the Platform and replaces every earlier discussion, proposal and agreement about it. Customer has not relied on any statement that is not in the Agreement, including any sales material or statement about a future feature. Terms on a purchase order or other Customer document do not apply.

27.2 Order of precedence. If the parts of the Agreement conflict, they govern in this order: (a) the Order Form; (b) the Data Processing Addendum; (c) these Terms; (d) the Acceptable Use Policy and any Service Level and Support Policy that an Order Form attaches.

27.3 Severability. If a court finds part of the Agreement unenforceable, that part is limited or removed to the least extent needed and the rest continues to apply.

27.4 Waiver. A party waives a right only in writing. A delay in using a right is not a waiver.

27.5 Relationship. The parties are independent contractors. The Agreement does not create a partnership, an agency or an employment relationship. A channel partner is not csr eco solutions' agent and cannot bind it.

27.6 Third parties. Nobody other than the parties has rights under the Agreement.

27.7 What continues. Sections 5 (for amounts owing), 6, 7, 8.3, 9, 11, 18, 19.3 to 19.5, 20, 21, 23 and 27 continue after the Agreement ends.

27.8 Language. These Terms are published in English at https://recovery.csrecosolutions.com/legal/terms and in French at https://recovery.csrecosolutions.com/legal/fr/terms. Both versions are equally authoritative.

27.9 Electronic acceptance. The parties agree that the Agreement may be accepted and signed electronically, and that csr eco solutions' record of an acceptance is evidence of it.

27.10 Trade controls. Customer will not use the Platform in breach of any export control or sanctions law that applies to it.