End-User Licence Agreement (EULA)

Effective Date: 1 April 2025
Version: 1.0

PLEASE READ THIS END-USER LICENCE AGREEMENT CAREFULLY BEFORE USING THE OFFSET RELIEF PLATFORM. BY ACCESSING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

This End-User Licence Agreement ("Agreement") is a legal agreement between you ("User", "you", or "your") and Offset Relief Ltd, a company registered in England and Wales ("Offset Relief", "we", "us", or "our"), governing your use of the Offset Relief platform, including the web application available at app.offsetrelief.com, any associated software, integrations, APIs, and services (collectively, the "Software").

If you are entering into this Agreement on behalf of a business or organisation, you represent that you have authority to bind that entity to these terms, and references to "you" shall include that entity.

1. Definitions

In this Agreement, the following terms have the meanings set out below:

• "Platform" means the Offset Relief web application and all associated features, tools, and services.
• "Accounting Software" means third-party accounting and bookkeeping platforms including but not limited to Xero, QuickBooks, and Sage, which may be integrated with the Platform.
• "Carbon Offset Data" means carbon credit retirement records, offset certificates, emission calculations, and related environmental data generated through the Platform.
• "User Data" means any data, content, or information you submit to or through the Platform, including financial transaction data imported from Accounting Software.
• "Subscription" means your paid or trial access to the Platform under a chosen plan.
• "SECR" means Streamlined Energy and Carbon Reporting, the UK mandatory carbon reporting framework.

2. Licence Grant

Subject to your compliance with this Agreement and payment of applicable fees, Offset Relief grants you a limited, non-exclusive, non-transferable, revocable licence to:

• Access and use the Platform for your internal business purposes;
• Connect your Accounting Software accounts to the Platform via OAuth integration;
• Generate, view, and download carbon reports and offset certificates produced through the Platform;
• Allow authorised employees or contractors within your organisation to access the Platform under your account.

This licence does not include any right to sublicense, resell, or make the Platform available to third parties outside your organisation, except as expressly permitted in writing by Offset Relief.

3. Third-Party Integrations

3.1 Accounting Software (Xero, QuickBooks)

The Platform integrates with third-party Accounting Software to import financial transaction data for carbon emission calculation purposes. By connecting your Accounting Software account, you:

• Authorise Offset Relief to access your accounting data through the third-party platform's authorised OAuth mechanism;
• Confirm you have the right to grant such access under the terms of your agreement with the respective Accounting Software provider;
• Acknowledge that Offset Relief accesses only the data necessary to provide the carbon reporting service (transaction descriptions, amounts, and categories);
• Understand that Offset Relief does not store your full accounting credentials and relies solely on OAuth tokens that you may revoke at any time through your Accounting Software settings.

3.2 QuickBooks Specific Terms

Your use of the QuickBooks integration is additionally subject to Intuit's developer terms and the QuickBooks platform policies. Offset Relief's access to your QuickBooks data is limited to reading transaction data for the purposes of carbon emission calculation. We do not write to, modify, or delete any data within your QuickBooks account.

3.3 Carbon Credit Retirement

Carbon offset retirements are facilitated through third-party carbon market platforms. Offset Relief acts as an intermediary and is not responsible for the availability, pricing, or certification standards of individual carbon projects listed on such platforms. All retirements are final once executed.

4. User Obligations

You agree to:

• Use the Platform only for lawful purposes and in accordance with this Agreement;
• Provide accurate and complete information when setting up your account and connecting Accounting Software;
• Maintain the confidentiality of your account credentials and notify us immediately of any unauthorised access;
• Ensure all users within your organisation who access the Platform comply with this Agreement;
• Not attempt to reverse engineer, decompile, or disassemble the Platform or any component thereof;
• Not use the Platform to process data that you do not have the legal right to use;
• Not circumvent, disable, or interfere with security features of the Platform;
• Comply with all applicable laws and regulations, including UK data protection law (UK GDPR and the Data Protection Act 2018).

5. Data and Privacy

5.1 Your Data

You retain ownership of your User Data. By using the Platform, you grant Offset Relief a limited licence to process your User Data solely to provide the services described in this Agreement. We will not sell your User Data to third parties.

5.2 Data Processing

Offset Relief processes User Data in accordance with our Privacy Policy, available at https://offsetrelief.com/policies/privacy-policy. Where Offset Relief processes personal data on your behalf, it does so as a data processor and you remain the data controller under applicable UK data protection legislation.

5.3 Carbon Data Retention

Carbon Offset Data, including retirement certificates and emission records, may be retained for a minimum of seven (7) years to support regulatory compliance and audit requirements under SECR and related frameworks.

5.4 Accounting Data

Financial transaction data retrieved from your connected Accounting Software is processed solely for carbon calculation purposes and is not stored beyond what is necessary to generate your reports. You may disconnect your Accounting Software integration at any time through the Platform settings.

6. Subscriptions and Payment

• Subscriptions are billed in advance on a monthly or annual basis as selected at sign-up;
• A free trial period may be offered at Offset Relief's discretion, after which a paid subscription is required to continue access;
• All fees are stated in GBP and are exclusive of VAT unless otherwise indicated;
• Subscriptions renew automatically unless cancelled before the renewal date;
• Refunds are not provided for partial periods except where required by law;
• Offset Relief reserves the right to modify subscription pricing with not less than 30 days' notice to existing subscribers;
• A one-time setup fee may apply as disclosed at the time of purchase.

7. Intellectual Property

All intellectual property rights in the Platform, including software, design, algorithms, content, and documentation, are owned by or licensed to Offset Relief. Nothing in this Agreement transfers any intellectual property rights to you.

You may not copy, reproduce, modify, create derivative works from, or distribute any part of the Platform without our prior written consent.

Offset Relief acknowledges that your User Data and Carbon Offset Data generated from your transactions remain your property.

8. Disclaimers and Limitation of Liability

8.1 No Professional Advice

The Platform provides tools to assist with carbon accounting and SECR reporting. It does not constitute legal, financial, tax, or environmental advice. You are responsible for verifying the accuracy of outputs and for compliance with applicable regulatory requirements.

8.2 Carbon Calculations

Emission factors and calculation methodologies are based on publicly available data (including DEFRA emission factors) and are provided for indicative purposes. Offset Relief makes no warranty that calculations are suitable for any specific regulatory submission without independent verification.

8.3 Platform Availability

Offset Relief will use reasonable endeavours to maintain Platform availability but does not guarantee uninterrupted or error-free access. Planned maintenance will be communicated where reasonably practicable.

8.4 Limitation of Liability

To the maximum extent permitted by applicable law:

• Offset Relief's total liability to you under or in connection with this Agreement shall not exceed the total fees paid by you in the twelve (12) months preceding the event giving rise to the claim;
• Offset Relief shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits, loss of data, or business interruption;
• Offset Relief shall not be liable for any failure or delay caused by third-party platforms, including Accounting Software providers or carbon market platforms.

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

9. Termination

Either party may terminate this Agreement:

• By cancelling your subscription through the Platform (you); or
• By providing written notice of termination (Offset Relief), including where you have materially breached this Agreement and failed to remedy such breach within 14 days of written notice.

Upon termination, your access to the Platform will cease. You may download your Carbon Offset Data and reports prior to termination. Offset Relief will retain data for the periods specified in section 5.3.

Sections 5, 7, 8, 10, and 11 shall survive termination of this Agreement.

10. Governing Law and Disputes

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before initiating legal proceedings, the parties agree to attempt resolution through good-faith negotiation for a period of not less than 30 days.

11. General

• Entire Agreement: This Agreement, together with our Privacy Policy and any order documentation, constitutes the entire agreement between the parties regarding the Platform.
• Amendments: Offset Relief may update this Agreement from time to time. Material changes will be notified to you by email or through the Platform not less than 14 days before taking effect. Continued use of the Platform after that date constitutes acceptance.
• Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Assignment: You may not assign your rights or obligations under this Agreement without our prior written consent. Offset Relief may assign this Agreement in connection with a merger, acquisition, or sale of assets.

12. Contact

If you have any questions about this Agreement, please contact us at:

Offset Relief Ltd
Email: support@offsetrelief.com
Website: https://offsetrelief.com