CivicNetZero Platform Terms and Conditions

2.1 Structure. Part A of these Terms applies to all Users. Part B applies only to Users accessing the Platform on the free tier and does not apply to a User whose organisation has entered into a Purchase Agreement.

2.2 Purchase Agreements. A "Purchase Agreement" means a CivicNetZero City Purchase Agreement or, where a sponsor funds Credits for named cities, a CivicNetZero Cohort Purchase Agreement.

2.3 Order of precedence. Where an organisation has entered into a Purchase Agreement, the following order of precedence applies to any conflict or inconsistency, in descending order: (a) the Purchase Agreement; (b) the Schedules to the Purchase Agreement; (c) the Ethical Code; and (d) these Terms. The Purchase Agreement prevails over these Terms in full, and not only in respect of registration, authorised users and account security.

2.4 Memoranda of Understanding. A Memorandum of Understanding between CivicNetZero and a network partner governs that relationship only. It does not vary these Terms or any Purchase Agreement.

3.1 Effect of registration. By completing registration you agree to be bound by these Terms in your own capacity and on behalf of the organisation you represent, to the extent of your actual authority. Registration is not a purchase. It confers free-tier access only. It confers no entitlement to CivicNetZero Credits, no right to paid functionality, and no obligation on your organisation to make any payment. A purchase of Credits requires a Purchase Agreement executed by a person duly authorised to bind the organisation, and CivicNetZero does not rely on registration as evidence of that authority.

3.2 Registration information. You represent and warrant that all registration information you provide is accurate, current, and complete, and that your organisation is a legal entity in good standing under applicable laws. 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.

3.3 One account per organisation. 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 Access may be declined or withdrawn in accordance with clause 3.4 or clause 14.

3.4 Eligibility and screening. CivicNetZero supplies the Platform only to organisations established in a Permitted Jurisdiction, being a jurisdiction listed in the schedule of Permitted Jurisdictions published by CivicNetZero and forming Schedule 4 to the City Purchase Agreement. CivicNetZero may screen any User, its organisation, and its officers against applicable sanctions lists, and may decline, suspend, or withdraw access where: (a) the organisation is not established in a Permitted Jurisdiction; (b) the User, the organisation, or any of its officers is or becomes subject to sanctions administered by the United Kingdom, the United Nations, the European Union or the United States; or (c) continued provision of access would or might cause CivicNetZero to breach any sanctions or export control law. Registration does not constitute acceptance until that screening is complete.

3.5 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.

4.1 Grant of access. Subject to your acceptance of and continued compliance with these Terms, CivicNetZero grants you a limited, non-exclusive, non-transferable right to access and use the Platform during the applicable access period for your organisation's internal business purposes. Free-tier access is revocable in accordance with Part B. Where a Purchase Agreement is in force, access is terminable only in accordance with that Purchase Agreement.

4.2 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; (f) permit any unauthorised person to access or use the Platform using your credentials; or (g) make the Platform or any output of it available, directly or indirectly, to any person subject to sanctions or located in a jurisdiction that is not a Permitted Jurisdiction.

5.1 Paid functionality of the Platform is unlocked and paid for using CivicNetZero Credits, purchased under a Purchase Agreement. The terms governing Credits, including consumption rates, the date from which consumption is metered, and the period within which Credits must be used, are set out in that Purchase Agreement and its Schedules.

5.2 Credits are held individually by the purchasing organisation, are not transferable, are not pooled with any other organisation's account, and have no cash value. Credits are not electronic money, a payment instrument, a security, or a financial instrument of any kind.

5.3 Nothing in these Terms entitles any User to Credits, and nothing in these Terms obliges either party to enter into a Purchase Agreement.

6.1 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, subject to clause 7.

6.2 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; (c) you will not input data that is confidential to a third party without appropriate authority to do so; and (d) your submission of User Data, and its hosting in the locations notified by CivicNetZero, is permitted under all laws applicable to you, including any data residency or localisation requirement applying to public sector data in your jurisdiction.

6.3 Data retention. Upon termination of your account, your User Data will remain available to you for export in a structured, commonly used, machine-readable format 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.

7.1 Permitted use. CivicNetZero may use aggregated, anonymised, and non-identifiable data derived from Platform usage to: (a) operate, maintain and improve the Platform and its functionality; (b) build and maintain its matching graph, being the structured record of projects, funding sources, delivery partners and matching outcomes that underpins the Platform's matching functionality; and (c) develop cross-city insights, benchmarking and analytics.

7.2 Prohibited use. CivicNetZero shall not use User Data, or any data derived from it, as training data for the development, training or fine-tuning of machine learning models. CivicNetZero shall not use User Data or derived data in any manner capable of identifying you, your organisation, or a specific project.

7.3 This clause 7 states the whole of CivicNetZero's rights to use data derived from Platform usage, and prevails over any more general wording in clause 6.1.

8.1 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.

8.2 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.

8.3 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.

8.4 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.

8.5 Regulation of AI systems. You are responsible for determining whether your use of the Platform and of AI Outputs is subject to any law applicable to the use of artificial intelligence systems in your jurisdiction, and for complying with any resulting obligation. CivicNetZero shall provide, on reasonable written request, the information about the Platform's AI systems that you reasonably require in order to discharge those obligations, so far as that information is within CivicNetZero's control and its disclosure would not compromise CivicNetZero's confidential information or intellectual property.

9.1 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.

9.2 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.

10.1 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.

10.2 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.

10.3 Processing on your behalf. Where CivicNetZero processes personal data on behalf of an organisation that has entered into a Purchase Agreement, it does so under the data processing terms of that Purchase Agreement, which include the hosting locations and sub-processors engaged.

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

10.5 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. Nothing in this clause relieves CivicNetZero of any obligation imposed on it directly by law. These Terms are governed by the law of England and Wales regardless of where you are located.

11.1 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, and in no event less than reasonable care. Confidential Information excludes information that is publicly available, independently developed, or lawfully obtained from a third party without restriction.

11.2 Disclosure required by law. Nothing in this clause 11 prevents either party from making a disclosure required by law, by a regulator, by a court of competent jurisdiction, or under any freedom of information, transparency or public records regime applicable to it.

12.1 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.

12.2 Public identification requires consent. CivicNetZero will not identify your organisation as a user of the Platform, or use your organisation's name or logo, in any public material, marketing material, or investor or partner communication without your prior written consent. Consent given in respect of one use is not consent to any other use. This clause replaces the deemed consent provision in Version 1.0 of these Terms, which no longer has effect.

12.3 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, such consent not to be unreasonably withheld or delayed.

13.1 Acceptance. As a condition of access to the Platform, all Users agree to comply with CivicNetZero's Ethical Code, being the version in force at the date of your registration or, where a Purchase Agreement is in force, the version annexed to it. The Ethical Code forms part of these Terms.

13.2 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.

13.3 Breach. CivicNetZero may suspend or restrict access immediately in the event of a material or serious breach of the Ethical Code. Where a Purchase Agreement is in force, termination for breach of the Ethical Code is governed by that Purchase Agreement and not by this clause. Reporting of potential breaches may be made confidentially to compliance@civicnetzero.com.

14.1 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.

14.2 Disclaimer. Save as set out in clause 14.1 and in any service targets stated in a Purchase Agreement, 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.

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

15.1 Where a Purchase Agreement is in force, the limitation of liability provisions of that Purchase Agreement apply in place of clauses 15.2 and 15.3, and this clause 15.1 prevails over any contrary wording in these Terms.

15.2 Liability cap, free tier. In all other cases, 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.

15.3 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.

15.4 Carve-outs. The cap in clause 15.2 and the exclusions in clause 15.3 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.

15.5 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.

15.6 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.

16.1 CivicNetZero may update or modify these Terms. Where changes are material, CivicNetZero will give not less than thirty (30) days' written notice by email or by prominent notice on the Platform.

16.2 Free-tier Users. Continued use of the Platform following the effective date of a change constitutes acceptance of the revised Terms. If you do not agree, you should close your account before that date.

16.3 Users with a Purchase Agreement. The version of these Terms identified in that Purchase Agreement applies for its term. A change takes effect only in accordance with the version control provisions of that Purchase Agreement, which give the organisation a right to terminate with a pro-rata refund where a change is materially adverse to it.

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

17.2 What is included. Free-tier access comprises the functionality described below and no other functionality. Paid functionality is available only under a Purchase Agreement.

• Research and Discovery: one round of agent research at time of registration, not updated, not dynamic.
• Dashboard Overview: static overview dashboard based on one round of agent research and discovery, not updated, not dynamic.
• Project Opportunities: snapshot of project opportunities based on one round of agent research and discovery, not updated, not dynamic.

17.3 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.

17.4 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.

17.5 Fair use. Free-tier access is subject to the following limits. CivicNetZero may technically limit, throttle, or suspend access where use exceeds them.

17.6 Transition to paid access. Access to paid functionality requires a Purchase Agreement. Nothing in these Terms obliges either party to enter into a commercial relationship.

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

18.2 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.

18.3 Termination by CivicNetZero. CivicNetZero may suspend or terminate free-tier 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; (d) access is declined or withdrawn under clause 3.4; (e) you exceed the fair use limits in clause 17.5; or (f) CivicNetZero discontinues the free tier of the Platform.

18.4 No effect on paid access. Nothing in this clause 18 permits CivicNetZero to suspend or terminate access held under a Purchase Agreement. Discontinuation of the free tier does not affect any Purchase Agreement.

18.5 Effect of termination. Upon termination, your right to access the Platform on the free tier ceases immediately, subject to the data export period in clause 6.3. Clauses 6, 7, 8, 9, 10, 11, 12, 14, 15, and 19 survive termination.

19.1 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.

19.2 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, provided the assignee agrees in writing to be bound by these Terms.

19.3 Entire agreement. These Terms, together with the Ethical Code and, where one is in force, the applicable Purchase Agreement and its Schedules, constitute the entire agreement between you and CivicNetZero in relation to your use of the Platform and supersede all prior agreements, representations, and understandings.

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

19.5 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.

19.6 Third party rights. No person who is not a party to these Terms shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of them.

19.7 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.