General Terms & Conditions

Litmus Sustainability Limited Updated: 08 July 2026 | Version: 8

These Terms apply to all services supplied by Litmus Sustainability Limited. Please read them carefully. By accepting a proposal or engaging our services, you agree to be bound by these Terms.

1. Definitions

1.1 “Litmus Sustainability” means Litmus Sustainability Limited (company number 15175572), registered office at 317 Golden Hill Lane, Leyland PR25 2YJ.

1.2 “Services” means all services, products and software supplied by Litmus Sustainability, including but not limited to onboarding, data management, carbon measurement, certification, reduction planning, offsetting, stakeholder engagement, strategy, training and advisory services.

1.3 “Agreement” or “Order Form” means the agreed scope of work between Litmus Sustainability and the Client, as set out in a proposal or other document accepted by the Client.

1.4 “Fixed-Term Partnership Agreement” means an Agreement for Services provided for a defined period.

1.5 “Client” means the organisation or individual purchasing Services.

1.6 “Confidential Information” means any information designated as confidential or which a reasonable person would consider confidential in the circumstances, including business plans, pricing, technical information, Client data and the terms of this Contract.

1.7 “Force Majeure Event” has the meaning given in clause 16.

1.8 “Bribery Act” means the Bribery Act 2010 and any subordinate legislation or statutory guidance made under it.

1.9 “Associated Person” means any person performing services for or on behalf of a party, including directors, officers, employees, agents, contractors, sub-contractors, and any other person who would be considered an “associated person” for the purposes of section 8 of the Bribery Act.

1.10 “Facilitation Payment” means an unofficial payment made to a government official to secure or expedite a routine action to which the paying party is legally entitled.

2. Basis of Contract

2.1 These Terms apply to all Services supplied by Litmus Sustainability unless otherwise agreed in writing.

2.2 The Agreement, together with these Terms and any applicable additional terms (“Additional Terms”), form the entire agreement between the parties (“Contract”).

2.3 In the event of any conflict, the following order of precedence shall apply: (a) the Agreement; (b) the Additional Terms; (c) the Carbon Software Subscription Terms (in respect of the platform, subscription and associated support only); (d) these Terms.

2.4 No terms or conditions submitted by the Client (including in any purchase order or similar document) shall form part of this Contract unless expressly agreed in writing by Litmus Sustainability.

2.5 Where the Client has subscribed to the Litmus carbon accounting platform, the Carbon Software Subscription Terms shall apply to that element of the engagement and shall prevail over these General Terms in the event of any conflict relating to the platform, subscription or associated support. These General Terms shall continue to apply to all other services delivered alongside or in connection with a platform subscription.

3. Acceptance

3.1 By accepting an Agreement or using the Services, the Client agrees to be bound by this Contract.

3.2 The Client confirms that it has the authority to enter into this Contract on behalf of the organisation it represents.

3.3 The Client must not use the Services if it is prohibited from doing so under applicable law.

4. Fees and Payment

4.1 Fees are set out in the Agreement.

4.2 Unless otherwise agreed, invoices are payable within 14 days of issue. Litmus Sustainability reserves the right to apply interest on overdue amounts at 4% above the Bank of England base rate from time to time, from the due date until payment is made in full.

4.3 Services will commence upon acceptance of the Agreement unless otherwise agreed.

4.4 Reasonable out-of-pocket expenses (including travel and accommodation) will be charged at cost, subject to prior written approval by the Client. Where possible, expenses exceeding £50 per item should be agreed in advance. Receipts will be provided on request and must be submitted within 60 days of being incurred.

4.5 Where the scope of work increases beyond that originally agreed, Litmus Sustainability will notify the Client and agree any additional fees in writing before proceeding.

4.6 Fees are non-refundable except as expressly set out in this Contract or as required by law.

4.7 Where any invoice remains unpaid 14 days after its due date, Litmus Sustainability may, on 7 days’ written notice, suspend delivery of the Services until payment is received in full. Any agreed timelines shall be extended by the period of suspension.

5. Provision of Services

5.1 Litmus Sustainability shall perform the Services with reasonable skill and care in accordance with good industry practice.

5.2 Litmus Sustainability may make reasonable changes to the manner of delivering the Services where necessary, provided that such changes do not materially reduce the quality or scope of the Services. Where a material change is required, Litmus Sustainability will notify the Client and agree revised arrangements.

5.3 The Client shall provide all information, access and co-operation reasonably required for delivery of the Services promptly and in good time.

5.4 Where the Client fails to provide required information or co-operation despite a written reminder, Litmus Sustainability may give 30 days’ written notice of its intention to suspend or cease delivery of the relevant Services. If the information is not provided within that notice period, Litmus Sustainability may suspend or terminate without further liability, subject to a pro-rata refund of fees paid in respect of Services not yet commenced.

5.5 Litmus Sustainability shall not be liable for delays or additional costs arising from inaccurate or incomplete information provided by the Client.

5.6 Litmus Sustainability may engage sub-contractors or associates to assist in the delivery of the Services. Litmus Sustainability remains responsible for the delivery of the Services and shall ensure that any sub-contractors are subject to equivalent confidentiality and data protection obligations. The Client’s prior written consent is not required for routine sub-contracting unless otherwise agreed in the Order Form.

6. Client Obligations

6.1 The Client shall: (a) provide accurate and complete information in a timely manner; (b) cooperate with Litmus Sustainability as reasonably required; (c) not make materially misleading statements in connection with the Services, including statements that misrepresent the nature, scope or outcome of the Services in a way that would breach the CMA Green Claims Code, applicable FCA sustainability disclosure rules, or any other relevant regulatory standard in force from time to time.

6.2 If the Client provides false or materially misleading information, Litmus Sustainability may suspend or terminate the Services on written notice. In such circumstances, fees already paid are non-refundable and any outstanding fees shall remain payable.

6.3 The Client shall not reproduce, resell or commercially exploit the Services or any deliverables without prior written consent from Litmus Sustainability, save that the Client may publish final deliverables as permitted under clause 8.2.

7. Confidentiality

7.1 Each party shall keep confidential all Confidential Information of the other party and shall not disclose it to any third party without prior written consent, except: (a) to employees, contractors or professional advisers who need to know it and are subject to equivalent confidentiality obligations; (b) where required by law, regulation or court order, provided the disclosing party gives prompt written notice to the other party where legally permitted to do so; or (c) to sub-contractors where necessary to deliver the Services, subject to clause 5.6.

7.2 These obligations shall survive termination of the Contract for a period of five years.

8. Intellectual Property

8.1 All intellectual property rights in the Services and any pre-existing materials used to deliver them remain the property of Litmus Sustainability or its licensors.

8.2 Upon full payment of all applicable fees, the Client is granted a non-exclusive, non-transferable, royalty-free licence to use the deliverables for its own internal business purposes and to publish final deliverables (including carbon footprint results, certifications and associated marks) externally in unmodified form, subject to clause 6.1(c).

8.3 The Client shall not remove or alter any proprietary notices on deliverables.

8.4 Where the Client provides materials, data or content to Litmus Sustainability for the purposes of delivering the Services, the Client grants Litmus Sustainability a non-exclusive licence to use those materials to the extent necessary to deliver the Services. The Client warrants that it has the right to grant such licence.

9. Data Protection

9.1 Each party shall comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

9.2 Each party shall act as an independent Controller in respect of personal data it processes for its own purposes in connection with this Contract. Where Litmus Sustainability processes personal data on behalf of the Client as part of delivering the Services, it shall do so as Processor and the Client shall act as Controller.

9.3 Where Litmus Sustainability acts as Processor, it shall: (a) process personal data only on the documented instructions of the Client; (b) implement appropriate technical and organisational security measures to protect personal data; (c) ensure that all persons authorised to process personal data are bound by appropriate confidentiality obligations; (d) assist the Client in responding to data subject rights requests, to the extent reasonably practicable; (e) notify the Client without undue delay (and in any event within 72 hours where feasible) upon becoming aware of a personal data breach affecting Client personal data; (f) on termination, delete or return personal data as directed by the Client, unless retention is required by law; (g) make available to the Client, on reasonable written request, information necessary to demonstrate compliance with this clause.

9.4 Litmus Sustainability may engage sub-processors to assist in the processing of personal data. It shall notify the Client of any intended changes to sub-processors, giving the Client a reasonable opportunity to object on legitimate data protection grounds, and shall impose data protection obligations on sub-processors no less protective than those in this clause.

9.5 Personal data shall not be transferred outside the UK or EEA unless appropriate safeguards are in place, including UK International Data Transfer Agreements or EU Standard Contractual Clauses as applicable.

9.6 The Client is responsible for the accuracy of all personal data and other data it provides to Litmus Sustainability. Litmus Sustainability shall not be liable for any outcomes arising from inaccurate or incomplete data provided by the Client.

9.7 The subject matter, duration, nature and purpose of the processing, and the types of personal data and categories of data subjects, shall be as set out in the Order Form or as otherwise documented between the parties.

10. Electronic Communications

10.1 The Client acknowledges that electronic communications are not guaranteed to be secure or error-free.

10.2 Litmus Sustainability shall not be liable for any loss arising from interception, corruption or failure of electronic transmission, provided it has taken reasonable steps to ensure the security of its own systems.

10.3 Formal notices required under this Contract shall be given in writing by email (with delivery confirmation) or by first-class post to the addresses set out in the Order Form.

11. Term and Termination

11.1 Either party may terminate the Agreement without cause within 14 days of acceptance by written notice, in which case Litmus Sustainability shall refund any fees paid for Services not yet commenced.

11.2 After the 14-day period, termination rights shall be as set out in the Agreement or as provided in this clause.

11.3 Either party may terminate the Contract on written notice with immediate effect if the other party: (a) commits a material breach that is not remedied within 14 days of written notice requiring remedy; (b) becomes insolvent, enters administration, receivership or liquidation, or ceases or threatens to cease to carry on business; (c) acts fraudulently or dishonestly in connection with the Contract.

11.4 Litmus Sustainability may terminate the Contract immediately if continued provision of the Services becomes unlawful.

11.5 Upon termination, all fees for Services already delivered shall become immediately payable.

11.6 Where a Fixed-Term Partnership Agreement is terminated by the Client without cause before the end of the agreed term, the Client shall remain liable for fees equivalent to the lesser of: (a) the total fees for the remainder of the term; or (b) three months’ fees, unless otherwise agreed in the Order Form. Litmus Sustainability shall use reasonable endeavours to mitigate its loss.

Either party may terminate this Contract without cause by giving the other party not less than 30 days’ written notice, save that during a Fixed-Term Partnership Agreement the Client may terminate without cause only subject to clause 11.6. Where Litmus Sustainability exercises this right, it shall provide a prorata refund of any fees paid in advance for Services not yet commenced as at the date of termination. Where the Client exercises this right during a Fixed-Term Partnership Agreement, clause 11.6 shall apply to any fees outstanding for the remainder of the fixed term.

12. Limitation of Liability

12.1 Nothing in this Contract limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited by applicable law.

12.2 Subject to clause 12.1, Litmus Sustainability shall not be liable (whether in contract, tort, breach of statutory duty or otherwise) for: (a) loss of profits; (b) loss of business or business opportunity; (c) loss of revenue or anticipated savings; (d) damage to reputation or goodwill; (e) any indirect or consequential loss.

12.3 Subject to clause 12.1, Litmus Sustainability’s total aggregate liability under or in connection with this Contract shall not exceed the total fees paid by the Client in the 12 months immediately preceding the event giving rise to the claim.

12.4 The Client acknowledges that the limitations in this clause reflect a fair allocation of risk between commercial parties, having regard to the fees charged and the Client’s ability to independently verify outputs and data.

12.5 Subject to clause 12.1, the Client’s total aggregate liability to Litmus Sustainability under or in connection with this Contract (whether in contract, tort, breach of statutory duty or otherwise) shall not exceed the total fees paid or payable by the Client in the 12 months immediately preceding the event giving rise to the claim. For the avoidance of doubt, this cap shall not apply to: (a) the Client’s obligation to pay fees properly due and owing under this Contract; (b) any breach by the Client of clause 8 (Intellectual Property); (c) any breach by the Client of clause 7 (Confidentiality); or (d) any liability arising from the Client’s fraud or wilful misconduct.

13. Warranties

13.1 Litmus Sustainability warrants that it will perform the Services with reasonable skill and care.

13.2 Save as set out in clause 13.1, the Services are provided without warranty of any kind. In particular, Litmus Sustainability does not warrant that: (a) the Services will meet all Client requirements; (b) the Services will be uninterrupted or error-free; (c) any carbon calculations, emission factors or outputs will be accepted by any regulatory body, certifying authority or third party.

14. Third-Party Services

14.1 Litmus Sustainability is not responsible for the content, availability or performance of any third-party websites, platforms or services that it may recommend or link to in the course of delivering the Services.

14.2 Where Litmus Sustainability procures or facilitates access to third-party services on the Client’s behalf (such as carbon registries, offsetting platforms or certification bodies), it does so as agent only. The terms and conditions of those third parties shall apply directly to the Client and Litmus Sustainability shall not be liable for their acts or omissions.

15. Complaints and Disputes

15.1 The Client should raise any complaint or concern about the Services, including any issues relating to the Litmus carbon accounting platform or associated support, in writing as soon as reasonably practicable after the issue arises. This complaints procedure applies to all services and subscriptions provided by Litmus Sustainability under this Contract and under the Carbon Software Subscription Terms.

15.2 Litmus Sustainability shall acknowledge the complaint within 5 business days and provide a substantive response within 20 business days.

15.3 In the event of a dispute arising under or in connection with this Contract, the parties shall first attempt to resolve it through good faith negotiation between senior representatives.

15.4 If the dispute is not resolved within 20 business days of written notice, either party may refer the matter to non-binding mediation through a mutually agreed mediator, or (failing agreement) a mediator appointed by the Centre for Effective Dispute Resolution (CEDR).

15.5 Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from the courts.

16. Force Majeure

16.1 Neither party shall be in breach of this Contract or liable for any delay or failure in performance to the extent caused by a Force Majeure Event, meaning circumstances beyond its reasonable control including acts of God, pandemic, war, civil unrest, government action, natural disaster, fire, flood, or failure of telecommunications networks.

16.2 The party affected shall: (a) notify the other party promptly in writing; (b) use reasonable endeavours to mitigate the effect; and (c) resume performance as soon as reasonably practicable.

16.3 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the Contract on written notice, with Litmus Sustainability providing a pro-rata refund of any prepaid fees for Services not yet commenced.

17. Assignment

17.1 Neither party may assign, transfer or sub-contract its rights or obligations under this Contract without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

17.2 Litmus Sustainability may assign this Contract without consent to any successor entity in connection with a merger, acquisition or sale of all or substantially all of its business assets, provided the Client is notified promptly and the successor entity assumes all obligations under this Contract.

17.3 Litmus Sustainability may assign or transfer its rights and obligations under this Contract to any member of its group of companies without the Client’s prior written consent, provided that: (a) Litmus Sustainability notifies the Client in writing promptly following such assignment; (b) the assignee assumes in writing all of Litmus Sustainability’s obligations under this Contract with effect from the date of assignment; and (c) the Client’s rights under this Contract are not materially diminished as a result of the assignment.

18. Changes to Terms

18.1 Litmus Sustainability may update these Terms from time to time. Where a material change is proposed, Litmus Sustainability will give at least 30 days’ written notice.

18.2 If the Client does not accept a material change, it may terminate the Contract by written notice within that 30-day period, in which case clause 11.5 shall apply to fees outstanding at the date of termination.

18.3 For existing Fixed-Term Partnership Agreements, no material change to these Terms shall take effect during the current term without the Client’s written consent.

18.4 Continued use of the Services after the notice period shall constitute acceptance of the updated Terms, save as provided in clause 18.3.

19. General

19.1 Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings relating to its subject matter.

19.2 Variation. No amendment to this Contract shall be valid unless made in writing and signed (or confirmed by email) by authorised representatives of both parties, subject to clause 18.

19.3 Waiver. No failure or delay in exercising any right under this Contract shall constitute a waiver of that right.

19.4 Severance. If any provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions shall continue in full force.

19.5 No partnership or agency. Nothing in this Contract creates a partnership, joint venture, employment or agency relationship between the parties.

19.6 Third-party rights. This Contract does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

19.7 Governing law and jurisdiction. This Contract is governed by the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

20. Anti-Bribery and Corruption

20.1 Each party shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010 and, where relevant, the US Foreign Corrupt Practices Act 1977 or any equivalent legislation in force in any jurisdiction in which either party operates.

20.2 Each party shall not, and shall procure that its Associated Persons do not, directly or indirectly: (a) offer, promise, give, request, agree to receive, or accept any financial or other advantage to or from any person with the intention of inducing or rewarding improper performance of a relevant function or activity; (b) engage in any form of tax evasion, money laundering, or facilitation of tax evasion within the meaning of the Criminal Finances Act 2017; or (c) make or offer any Facilitation Payment.

20.3 Each party warrants that it has in place, and shall maintain throughout the term of this Contract, adequate procedures (as that expression is understood under the Bribery Act and any guidance published thereunder) designed to prevent its Associated Persons from engaging in bribery or corrupt conduct.

20.4 Each party shall promptly notify the other in writing if it becomes aware of, or has reasonable grounds to suspect, any breach or potential breach of this clause by any person in connection with this Contract.

20.5 Each party shall, on reasonable written request, provide the other with such information and certifications as may be reasonably necessary to confirm compliance with this clause.

20.6 For the avoidance of doubt, the Client shall remain solely responsible for the compliance of its own Associated Persons with this clause and with applicable anti-bribery legislation. Litmus Sustainability shall not be liable for any breach by the Client or its Associated Persons.

21. Modern Slavery

21.1 Litmus Sustainability is committed to acting ethically and with integrity in all its business relationships and to implementing and enforcing effective systems and controls to ensure modern slavery and human trafficking are not taking place anywhere in its own business or supply chains.

21.2 Litmus Sustainability shall comply with all applicable provisions of the Modern Slavery Act 2015 and shall maintain appropriate policies and procedures to prevent modern slavery practices in its operations and supply chain.

21.3 The Client warrants that it shall comply with all applicable provisions of the Modern Slavery Act 2015 and shall not engage in, facilitate or benefit from any form of modern slavery, forced labour, servitude or human trafficking in connection with this Contract.

21.4 Each party shall promptly notify the other in writing if it becomes aware of, or has reasonable grounds to suspect, any breach or potential breach of this clause in connection with this Contract.

21.5 Litmus Sustainability reserves the right to terminate this Contract immediately on written notice if the Client is found to be in breach of this clause.

Litmus Sustainability Limited · Company No. 15175572 · 317 Golden Hill Lane, Leyland PR25 2YJ · www.litmussustainability.com/terms-and-conditions