CivicNetZero Platform Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the CivicNetZero platform (the "Platform") operated by Civic Net Zero Limited, a company registered in England and Wales (registration number 16587499), with registered address at 8 Bishopsgate, London, EC2N 4BQ ("CivicNetZero", "we", "us", or "our"). By registering for and accessing the Platform, you confirm that you have read, understood, and agree to be bound by these Terms on behalf of the organisation you represent. Please read them carefully before completing your registration.

1. ABOUT THE PLATFORM

CivicNetZero is an AI-enabled software-as-a-service ("SaaS") platform designed to connect cities, capital investors, and capability and delivery partners (collectively, "Users") to accelerate the identification, structuring, financing, and delivery of urban net-zero and climate infrastructure projects. The Platform uses artificial intelligence, including agentic AI systems and proprietary matching algorithms, to process data, generate project pipelines, identify investment opportunities, and facilitate connections between the three User groups.

THE PLATFORM DOES NOT PROVIDE INVESTMENT ADVICE, FINANCIAL ADVISORY SERVICES, OR LEGAL COUNSEL. ALL DECISIONS RELATING TO PROJECTS, PROCUREMENT, INVESTMENTS, CONTRACTUAL ARRANGEMENTS, OR DELIVERY PARTNERSHIPS REMAIN SOLELY WITH THE USER AND MUST BE MADE IN ACCORDANCE WITH APPLICABLE LAWS, REGULATIONS, AND THE USER'S OWN INTERNAL POLICIES AND PROFESSIONAL ADVICE.

2. REGISTRATION AND ACCOUNT

2.1 Authority to register. By completing registration, you represent and warrant that: (a) you are authorised to act on behalf of the organisation you represent and to bind that organisation to these Terms; (b) all registration information you provide is accurate, current, and complete; and (c) your organisation is a legal entity in good standing under applicable laws.

2.2 One account per organisation. The free-tier self-service registration is limited to one named user account per organisation. CivicNetZero reserves the right to review and approve all registrations. Access may be declined or withdrawn at our sole discretion.

2.3 Account security. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at support@civicnetzero.com if you become aware of any unauthorised access to or use of your account.

2.4 Accuracy of information. You agree to keep your registration details accurate and up to date. CivicNetZero accepts no liability arising from inaccurate or incomplete registration information provided by Users.

3. ACCESS AND LICENCE

3.1 Grant of access. Subject to your acceptance of and continued compliance with these Terms, CivicNetZero grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the applicable access period for your organisation's internal business purposes.

3.2 Restrictions. You must not: (a) resell, sublicense, or transfer access to the Platform to any third party; (b) reverse-engineer, decompile, or attempt to derive the source code of the Platform or its underlying AI models; (c) use the Platform to develop or assist in developing a competing product or service; (d) introduce malicious code, viruses, or vulnerabilities into the Platform or CivicNetZero's systems; (e) upload, store, or transmit unlawful, offensive, or discriminatory materials through the Platform; or (f) permit any unauthorised person to access or use the Platform using your credentials.

4. FREE-TIER ACCESS

4.1 No charge. The self-service registration tier is provided free of charge. No payment obligations apply during the free-tier access period.

4.2 As-is basis. Free-tier access is provided on an "as is" and "as available" basis. No service level agreements, uptime guarantees, performance commitments, or support obligations apply. CivicNetZero may modify, restrict, suspend, or withdraw free-tier access at any time without notice.

4.3 Evaluation purpose. Free-tier access is intended for the purpose of evaluating whether the Platform meets your organisation's needs. It should not be used for production, business-critical, or regulated data applications unless separately agreed in writing with CivicNetZero.

4.4 Transition to paid subscription. Continued use of the Platform beyond the free-tier period, or access to additional features and service levels, will be subject to a separate subscription agreement and Order Form. Nothing in these Terms obliges either party to enter into a commercial relationship.

5. YOUR DATA AND CONTENT

5.1 Ownership of your data. You retain ownership of all data, documents, and content you submit to the Platform ("User Data"). By submitting User Data, you grant CivicNetZero a worldwide, royalty-free licence to use, process, store, and copy your User Data to the extent necessary to provide and improve the Platform and its services.

5.2 Your responsibilities for data. You represent and warrant that: (a) you have all necessary rights and permissions to submit User Data to the Platform; (b) your User Data does not infringe the intellectual property, privacy, or other rights of any third party; and (c) you will not input data that is confidential to a third party without appropriate authority to do so.

5.3 Data retention. Upon termination of your account, your User Data will remain available to you for export for a period of ninety (90) days. Following that period, CivicNetZero will securely delete your User Data, except where retention is required to comply with applicable laws.

5.4 Aggregated data. CivicNetZero may use aggregated, anonymised, and non-identifiable data derived from Platform usage to improve its services, train its AI systems, and develop insights and analytics. Such aggregated data will not identify you or your organisation.

6. AI OUTPUTS AND RELIANCE

6.1 Nature of AI outputs. The Platform uses artificial intelligence to generate outputs including project analyses, pipeline recommendations, investor matches, and delivery partner suggestions ("AI Outputs"). AI Outputs are generated automatically and are intended to support your decision-making, not replace it.

6.2 No professional advice. AI Outputs do not constitute investment advice, financial advisory services, legal advice, or professional recommendations of any kind. You must not rely on AI Outputs as a substitute for independent professional advice appropriate to your circumstances.

6.3 User responsibility. You are solely responsible for reviewing, validating, and verifying the accuracy, completeness, and appropriateness of all AI Outputs before relying on or acting upon them. CivicNetZero makes no warranty as to the accuracy, completeness, or fitness for purpose of any AI Output.

6.4 Ownership of AI outputs. Where AI Outputs are generated from your User Data, you own those outputs for your internal business purposes, subject to CivicNetZero's underlying intellectual property rights in the Platform and its models. This licence terminates upon account closure unless the parties enter into a subsequent agreement.

7. INTELLECTUAL PROPERTY

7.1 CivicNetZero's IP. CivicNetZero retains all rights, title, and interest in the Platform, including its software, AI models, algorithms, methodologies, templates, aggregated data, and all related intellectual property. Nothing in these Terms transfers any such rights to you.

7.2 Feedback. If you provide feedback, suggestions, or ideas about the Platform, you grant CivicNetZero a perpetual, royalty-free right to use that feedback for any purpose without restriction or compensation.

8. DATA PROTECTION AND PRIVACY

8.1 Data protection compliance. Both parties will comply with applicable data protection laws in connection with their use of the Platform, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. CivicNetZero will implement appropriate technical and organisational measures to safeguard User Data.

8.2 Privacy Policy. CivicNetZero processes personal data in accordance with its Privacy Policy, available at civicnetzero.com. By registering, you confirm that you have read and understood our Privacy Policy.

8.3 Communications. By registering, you consent to receiving communications from CivicNetZero relating to your account, the Platform, platform updates, and relevant product developments. CivicNetZero will not share your registration details or contact information with any third party for marketing or commercial purposes. You may withdraw consent to non-essential communications at any time by contacting us at support@civicnetzero.com.

8.4 International users. If you are accessing the Platform from outside the United Kingdom, you are responsible for ensuring that your use of the Platform and submission of data complies with all applicable local laws and regulations in your jurisdiction. These Terms are governed by the law of England and Wales regardless of where you are located.

9. CONFIDENTIALITY

9.1 Mutual obligations. Each party agrees to protect non-public information disclosed by the other in connection with these Terms ("Confidential Information") with the same degree of care it applies to its own confidential information. Confidential Information excludes information that is publicly available, independently developed, or lawfully obtained from a third party without restriction.

9.2 Public identification. By registering, you consent to CivicNetZero identifying your organisation as a user of the Platform on its website, marketing materials, and in investor and partner communications, including use of your organisation's name and logo. If you wish to opt out of this, please notify us in writing at info@civicnetzero.com within 14 days of your registration date. CivicNetZero will remove such identification from materials within its control within a reasonable period of receiving your notice.

9.3 Investor and adviser disclosure. CivicNetZero may disclose the existence of your registration on a confidential basis to its professional advisers, auditors, and potential investors, subject to appropriate confidentiality obligations.

9.4 Press and announcements. Neither party will issue press releases or public announcements referencing the other party's participation in the Platform without the other party's prior written consent.

10. ETHICAL CODE

10.1 Acceptance. As a condition of access to the Platform, all Users agree to comply with CivicNetZero's Ethical Code, as published on the Platform and updated from time to time. The Ethical Code forms part of these Terms.

10.2 Core obligations. In summary, Users agree to: use data responsibly and comply with applicable data protection laws; avoid misleading, discriminatory, or unethical conduct; ensure transparency in reporting emissions, impact, and financial data; declare conflicts of interest; promote diversity, equity, and inclusion; and support CivicNetZero's mission to accelerate ethical and sustainable city-scale climate action.

10.3 Breach. CivicNetZero may suspend or terminate access immediately in the event of a material or serious breach of the Ethical Code. Reporting of potential breaches may be made confidentially to compliance@civicnetzero.com.

11. WARRANTIES AND DISCLAIMERS

11.1 Platform warranties. CivicNetZero warrants only that: (a) it has the legal right to provide the Platform; and (b) the Platform will not knowingly contain malicious code designed to harm Users' systems.

11.2 Disclaimer. Save as set out in clause 11.1, the Platform is provided "as is" and "as available". To the fullest extent permitted by law, CivicNetZero makes no representations or warranties of any kind, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, reliability, or non-infringement. CivicNetZero does not warrant that the Platform will be uninterrupted, error-free, or free from defects, bugs, or security vulnerabilities.

11.3 Statutory rights. Nothing in these Terms excludes or limits any warranties or remedies that cannot be excluded or limited under applicable law.

12. LIMITATION OF LIABILITY

12.1 Liability cap. CivicNetZero's aggregate liability to you arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £10,000 in total.

12.2 Exclusions. Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, business, goodwill, or anticipated savings, even if advised of the possibility of such loss.

12.3 Carve-outs. The liability cap in clause 12.1 and the exclusions in clause 12.2 do not apply to: (a) liability for fraud or fraudulent misrepresentation; (b) liability for death or personal injury caused by negligence; or (c) any other liability that cannot be limited or excluded under applicable law.

12.4 User indemnity. You agree to indemnify and hold CivicNetZero harmless against any costs, losses, liabilities, and expenses (including reasonable legal fees) arising from any third-party claim resulting from: (a) your breach of these Terms; (b) your User Data infringing a third party's intellectual property or privacy rights; or (c) your misuse of the Platform or AI Outputs.

12.5 Force majeure. Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, cyberattacks on third-party infrastructure, or government action.

13. TERM AND TERMINATION

13.1 Duration. These Terms take effect when you complete registration and continue until your account is terminated by either party.

13.2 Termination by you. You may close your account at any time by contacting us at support@civicnetzero.com. Closure takes effect upon confirmation from CivicNetZero.

13.3 Termination by CivicNetZero. CivicNetZero may suspend or terminate your access immediately, with or without notice, if: (a) you breach any material provision of these Terms; (b) you breach the Ethical Code; (c) CivicNetZero reasonably suspects fraudulent, abusive, or unlawful use of the Platform; or (d) CivicNetZero discontinues the free tier of the Platform.

13.4 Effect of termination. Upon termination, your right to access the Platform ceases immediately. Clauses 6, 7, 8, 9, 11, 12, 14, and 15 survive termination.

14. CHANGES TO THESE TERMS

CivicNetZero reserves the right to update or modify these Terms at any time. Where changes are material, we will provide reasonable notice by email or by prominent notice on the Platform. Your continued use of the Platform following notification of changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you should close your account prior to the effective date of the changes.

15. GENERAL

15.1 Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising from these Terms.

15.2 Assignment. You may not assign or transfer your rights or obligations under these Terms without CivicNetZero's prior written consent. CivicNetZero may assign or transfer its rights and obligations under these Terms to any affiliate, subsidiary, or successor to its business without your consent.

15.3 Entire agreement. These Terms, together with the Ethical Code and any applicable Order Form, constitute the entire agreement between you and CivicNetZero in relation to your use of the Platform and supersede all prior agreements, representations, and understandings.

15.4 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

15.5 No waiver. A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that or any other right or remedy.

15.6 Notices. Any notices to CivicNetZero under these Terms should be sent to info@civicnetzero.com. Notices to you will be sent to the email address provided at registration.