PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
What's in these terms?
These terms tell you the rules for using our website https://www.thetreeapp.org/ (our site).
Who we are and how to contact us
https://www.thetreeapp.org/ is a site operated by Forest Wide Limited t/a Treeapp ("We", “Us” and “Our”). We are registered in England and Wales under company number 12093497and have our registered office at Wework, 3 Waterhouse Square, London, England, EC1N 2SW.
We are a limited company.
To contact us, please email us at [email protected]
By using our site you accept these terms
If you do not agree to these terms, you must not use our site.
We recommend that you print a copy of these terms for future reference.
There are other terms that may apply to you
- Our Acceptable Use Policy, https://www.thetreeapp.org/terms-and-conditions which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
If you purchase goods or services from our site, our Terms and conditions of supply https://www.thetreeapp.org/terms-and-conditions apply to the sales.
We may make changes to these terms
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.
We may make changes to our site
We may update and change our site from time to time to reflect changes to our products, our users' needs and our business priorities or to reflect changes in the law.
We may suspend or withdraw our site
Our site is made available free of charge.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
We may transfer this Agreement to someone else
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
You must keep your account details safe
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [email protected].
How you may use material on our site
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
Do not rely on information on this site
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether expressed or implied, that the content on our site is accurate, complete or up to date.
We are not responsible for websites we link to
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
User-generated content is not approved by us
This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
How to complain about content uploaded by other users
If you wish to complain about content uploaded by other users, please contact us on [email protected].
Our responsibility for loss or damage suffered by you
Whether you are a consumer or a business user:
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our App Terms.
If you are a business user:
- We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site.
In particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
If you are a consumer user:
- Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
How we may use your personal information
We will only use your personal information as set out in our https://www.thetreeapp.org/privacy.
Uploading content to our site
Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy https://www.thetreeapp.org/terms-and-conditions.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Rights you are giving us to use material you upload.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy https://www.thetreeapp.org/terms-and-conditions.
You are solely responsible for securing and backing up your content.
We do not store terrorist content.
Rights you are giving us to use material you upload
When you upload or post content to our site, you grant us the following rights to use that content:
- a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the website and across different media including to promote the site or the service forever;
- a worldwide, non-exclusive, royalty-free, transferable licence for other users, partners or advertisers to use the content for their purpose forever.
We are not responsible for viruses and you must not introduce them
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Rules about linking to our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy https://www.thetreeapp.org/terms-and-conditions.
If you wish to link to or make any use of content on our site other than that set out above, please contact [email protected].
Which country's laws apply to any disputes?
FOREST WIDE LIMITED t/a TREEAPP – Master Software as a Service (SaaS) Terms
These current consolidated Master SaaS Terms were published on 15 September 2021.
Agreement Description and Purpose
- (i) Forest Wide Limited t/a Treeapp (Treeapp, we, us, our) has developed the Treeapp Website Business offering, a platform that enables businesses to offset their carbon footprint and become climate positive by funding climate projects and planting trees where they are most needed.
- (ii) The Treeapp Website Business Offering enables businesses to subscribe via its website to plant a set amount of trees on a monthly basis and offset the monthly footprint of their workforce.. The Treeapp Website Business Offering is made available to subscribing businesses and their Authorised Users through a range of Subscribed Services.
- (iii) You, as the Customer, by entering into this Agreement confirm your intention to use the relevant Subscribed Service in your business operations.
- (iv) We have agreed to provide, and you have agreed to take and pay for the Subscribed Service(s) in accordance with this Agreement..
Definitions and interpretation
- The definitions and rules of interpretation set out in Schedule 1 shall apply to the Agreement.
In the Agreement:
- each Sign-up Form entered into by the Customer shall form a separate agreement, incorporating these Master SaaS Terms together with the Addendums, the Subscribed Service Specific Terms for the respective Subscribed Services and the Policies (the Agreement);
in the event of any conflict in respect of the provisions of the Agreement and/or the
documents referred to therein the following order of priority shall prevail
(in descending order of priority):
- (a) the Sign-up Form;
- (b) the Subscribed Service Specific Terms;
- (c) the Addendums;
- (d) the Policies;
- (e) the Master SaaS Terms; and
- (f) the Documentation; and
- subject to the order of priority between documents in clause 1.2.2, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
- Any obligation of Treeapp under the Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws within the Subscribed Territory as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on Treeapp (or anyone acting on its behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or noncommercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).
Rights of use
Upon Order Acceptance and subject to the terms of the Agreement, Treeapp grants the Customer a non-exclusive, non-transferable, personal right to:
- use each Subscribed Service during Service Hours; and
copy and use the Documentation as strictly necessary for its use by Authorised Users of
the Subscribed Services,
within the relevant Subscribed Territory during the Subscribed Service Period for the Permitted Purpose.
- Access to the Subscribed Services shall be instantaneous. Use of the Subscribed Services is at all times subject to the Customer’s compliance with the Agreement and the requirements identified in the Agreement (including all minimum system requirements).
The Customer acknowledges that the Services do not include:
- any services, systems or equipment required to access the internet (and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services); or
- dedicated data backup or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data).
- Upon Order Acceptance and subject to the terms of the Agreement, Treeapp grants the Customer a non-exclusive, non-transferable, personal right to:
- The Customer shall ensure that only Authorised Users use the Subscribed Services and that such use is at all times in accordance with the Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Subscribed Services, the employees or contractors of the Customer or the Authorised Affiliates.
The Customer shall:
- be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its own;
- only provide Authorised Users with access to the Services via the access method provided by Treeapp and shall not provide access to (or permit access by) anyone other than an Authorised User; and
- procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under the Agreement, including all obligations and restrictions relating to Treeapp’s Confidential Information.
- The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer and its Authorised Affiliate’s organisation as necessary for use of the Service) their password or access details for any Subscribed Service.
- The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with the Acceptable Use Policy and all other provisions of the Agreement.
- If any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable any such passwords and notify Treeapp immediately.
- The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Customer Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Customer Data or the Documentation (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of England and Wales, without first obtaining such licence or other approval. Without prejudice to Treeapp’s obligations under the Data Protection Addendum, the Customer shall be solely responsible for ensuring its access, importation and use of the Services, the Customer Data and Documentation in or into any part of the Subscribed Territory or elsewhere complies with all export and other laws.
- Clauses 3.5 to 3.9 (inclusive) shall survive termination or expiry of the Agreement.
- The Customer shall indemnify, keep indemnified and hold harmless Treeapp (on Treeapp’s own behalf on behalf of each of Treeapp’s Affiliates) from and against any losses, claims, damages, liability, Data Protection Losses, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of the Customer’s breach of the Agreement.
- This clause 4 shall survive termination or expiry of the Agreement.
- Support Services shall be available for each Subscribed Service to the Customer for the duration of the respective Subscribed Service Period, to the extent and in the manner specified in the relevant Subscription Service Specific Terms and Sign-up Form.
- Treeapp will use reasonable endeavours to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
- Treeapp will not be responsible for any downtime caused by any maintenance undertaken by third party suppliers.
Changes to services and terms
- Treeapp may at its absolute discretion make, and notify the Customer of, updated versions of the documents referred to in clause 1.2.2 or other documents referred to in any part of the Agreement (excluding in each case the Sign-up Form) from time to time by notifying the Customer of such update by email (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which Treeapp elects (Update Notification). Treeapp will comply with its related obligations in the Data Protection Addendum.
- The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of the Agreement from the date 30 Business Days’ after Update Notification of such revised document(s) (the Update) (or at such later date as Treeapp may specify).
- In the event that the Customer reasonably believes that any Update materially impacts it negatively in any manner it may by notice elect to terminate the Agreement in respect of all impacted Subscribed Services provided it exercises such right prior to such Update taking effect pursuant to clause 6.2 on not less than 10 Business Days prior written notice and notifies Treeapp at the time of exercising such right of the negative impact which has caused it to exercise this right. In the event of such termination the Customer shall receive a refund of any pre-paid Subscription Fee in respect of such terminated Services.
- The Customer acknowledges that Treeapp shall be entitled to modify the features and functionality of the Services. Treeapp may, without limitation to the generality of this clause 6.4, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Service, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents. Treeapp will comply with its related obligations in the Data Protection Addendum.
- The Subscription Fee and any other charges (including expenses) expressly agreed between the parties in writing shall be paid by the Customer at the rates and in the manner described in the Pricing Terms.
- Treeapp shall charge the Customer monthly for the Subscription Fees. Payment will be made via a third party payment provider. Invoices will be automatically generated once the payments have been made.
- The Subscription Fee are inclusive of VAT at the rate and in the manner prescribed by law.
- Treeapp shall have the right to charge interest on overdue invoices at the rate of 8% per year above the base rate of the Bank of England, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.
- Treeapp shall be entitled to increase the Subscription Fee for any and all Services at any time by notice to the Customer provided that Treeapp shall not be entitled to increase the Subscription Fee on less than 30 days prior notice.
- To the extent the Agreement terminates or expires (other than due to termination by the Customer under clauses 6.3 or 20.3) the Customer shall not be entitled to any refund or discount of Subscription Fee paid for any parts of any month during which the Services cease to be provided.
Subject to the remainder of this clause 8, Treeapp warrants that:
- each Subscribed Service shall operate materially in accordance with its Description when used in accordance with the Agreement under normal use and normal circumstances during the relevant Subscribed Service Period; and
- it will provide each of the Services with reasonable care and skill.
- The Customer acknowledges that clause 8.1 does not apply to Free or Trial Services or to Support Services provided in connection with the same. Without prejudice to Treeapp’s obligations under the Agreement in respect of Protected Data, Free or Trial Services and Support Services provided in connection with the same are provided ‘as is’ and without warranty to the maximum extent permitted by law.
- The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that Treeapp shall have no liability for any such delays, interruptions, errors or other problems.
- If there is a breach of any warranty in clause 8.1 Treeapp shall at its option: use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not it has first attempted to repair or replace the impacted Service) refund the Subscription Fee for the impacted Services which were otherwise payable for the period during which Treeapp was in breach of any such warranty (provided such period is at least 30 consecutive days). To the maximum extent permitted by law, this clause 8.4 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 8.1.
The warranties in clause 8.1 are subject to the limitations set out in clause 17 and shall not apply to the extent that any error in the Services arises as a result of:
- incorrect operation or use of the Services by the Customer, any Authorised Affiliate or any Authorised User (including any failure to follow the Documentation or failure to meet minimum specifications);
- use of any of the Services other than for the purposes for which it is intended;
- use of any Services with other software or services or on equipment with which it is incompatible;
- any act by any third party (including hacking or the introduction of any virus or malicious code);
- any modification of Services (other than that undertaken by Treeapp or at its direction); or
- any breach of the Agreement by the Customer (or by any Authorised Affiliate or Authorised User).
Treeapp may make Non-Treeapp Materials available for the Customer’s use in connection with the Services. The Customer agrees that:
- Treeapp has no responsibility for the use or consequences of use of any Non-Treeapp Materials;
- the Customer’s use of any Non-Treeapp Materials shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Non-Treeapp Materials;
- the Customer is solely responsible for any Non-Treeapp Materials used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Non-Treeapp Materials; and
- the continued availability, compatibility with the Services and performance of the Non-Treeapp Materials is outside the control of Treeapp and Treeapp has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-Treeapp Materials;
The Customer acknowledges that no liability or obligation is accepted by Treeapp (howsoever arising whether under contract, tort, in negligence or otherwise):
- that the Subscribed Services shall meet the Customer’s individual needs, whether or not such needs have been communicated to Treeapp;
- that the operation of the Subscribed Services shall not be subject to minor errors or defects; or
- that the Subscribed Services shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in Description.
- Other than as set out in this clause 8, and subject to clause 17.7, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
- Subject to the remainder of this clause 8, Treeapp warrants that:
- The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
- The Customer shall ensure that it promptly notifies Treeapp of any information that could change the scope of the Subscribed Services, as otherwise set out in the Subscribed Services Specific Terms.
- All Intellectual Property Rights in and to the Services (including in the Treeapp Website Business Offering, Documentation and all Treeapp Provided Materials) belong to and shall remain vested in Treeapp or the relevant third party owner. To the extent that the Customer, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Treeapp Website Business Offering, Documentation, Treeapp Provided Materials or any other part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Treeapp or such third party as Treeapp may elect. The Customer shall execute all such documents and do such things as Treeapp may consider necessary to give effect to this clause 10.1.
- Treeapp has no obligation to deliver any copies of any software to the Customer in connection with the Agreement or the Services.
- The Customer and Authorised Users may be able to store or transmit Customer Data using one or more Subscribed Service and the Subscribed Services may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for Treeapp (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data and Customer Systems to the extent necessary to perform or provide the Services or to exercise or perform Treeapp’s rights, remedies and obligations under the Agreement.
- To the extent Non-Treeapp Materials are made available to, or used by or on behalf of the Customer, any Authorised Affiliate or any Authorised User in connection with the use or provision of any Subscribed Service, such use of Non-Treeapp Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by Treeapp or the third party and not by the Agreement. Treeapp grants no Intellectual Property Rights or other rights in connection with any Non-Treeapp Materials.
- Treeapp may use any feedback and suggestions for improvement relating to the Services provided by the Customer, the Authorised Affiliates or any Authorised User without charge or limitation (Feedback). The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Treeapp at the time such Feedback is first provided to Treeapp.
- The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Treeapp under the Agreement.
- Except for the rights expressly granted in the Agreement, the Customer, any Authorised User, any Customer Affiliate and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the Treeapp Website Business Offering or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of the Agreement.
- This clause 10 shall survive the termination or expiry of the Agreement.
Defence against infringement claims
Subject to clauses 11.2 and 11.5, Treeapp shall:
- defend at its own expense any claim brought against the Customer by any third party alleging that the Customer’s use of the Services infringes any copyright, database right or registered trademark, registered design right or registered patent in the United Kingdom (an IP Claim); and
- pay, subject to clause 11.3, all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
The provisions of clause 11.1 shall not apply unless the Customer:
- promptly notifies Treeapp upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
- makes no comment or admission and takes no action that may adversely affect Treeapp’s ability to defend or settle the IP Claim;
- provides all assistance reasonably required by Treeapp subject to Treeapp paying the Customer’s reasonable costs; and
- gives Treeapp sole authority to defend or settle the IP Claim as Treeapp considers appropriate.
- The provisions of clause 17 shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 11.1.
- In the event of any IP Claim, Treeapp may elect to terminate the Agreement immediately by written notice and promptly refund to the Customer on a pro-rata basis for any unused proportion of Subscription Fee paid in advance. This clause 11.4 is without prejudice to the Customer’s rights and remedies under clauses 11.1.
Treeapp shall have no liability or obligation under this clause 11 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:
- any modification of the Services (or any part) without Treeapp’s express written approval;
- any Non-Treeapp Materials;
- any Customer Data;
- any Free or Trial Services (or any Support Services provided in connection with them);
- any Open Source Software;
- any breach of the Agreement by the Customer;
- installation or use of the Services (or any part) otherwise than in accordance with the Agreement; or
- installation or use of the Services (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by Treeapp.
- Subject to clause 17.7, the provisions of this clause 11 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
- Subject to clauses 11.2 and 11.5, Treeapp shall:
Customer Systems and Customer Data
- Customer Data shall at all times remain the property of the Customer or its licensors.
- Except to the extent Treeapp has direct obligations under data protection laws, the Customer acknowledges that Treeapp has no control over any Customer Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
- If Treeapp becomes aware of any allegation that any Customer Data may not comply with the Acceptable Use Policy or any other part of the Agreement Treeapp shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful Treeapp shall notify the Customer before taking such action.
- Except as otherwise expressly agreed in the Agreement, Treeapp shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data whether during or after the Service Period. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer’s and Authorised Affiliates’ businesses. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its, its Authorised Affiliates and its Authorised User’s needs) and extracts it from each Subscribed Service prior to the termination or expiry of the Agreement or the cessation or suspension of any of the Services.
- Treeapp routinely undertakes regular backups of the Subscribed Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make Treeapp responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, Treeapp shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.
- Unless otherwise set out in the Sign-up Form, the Subscribed Service Specific Terms or subsequently agreed by the parties in writing, the Customer hereby instructs that Treeapp shall within 120 days of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Customer Data securely dispose of such Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any Applicable Laws (as defined in the Data Protection Addendum) requires Treeapp to store such Customer Data. Treeapp shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with the Agreement.
Confidentiality and security of Customer Data
- Treeapp shall maintain the confidentiality of the Customer Data and shall not without the prior written consent of the Customer or in accordance with the Agreement, disclose or copy the Customer Data other than as necessary for the performance of the Services or its express rights and obligations under the Agreement.
- Treeapp shall implement technical and organisational security measures in accordance with the Information Security Addendum.
- undertakes to disclose the Customer Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Agreement or as otherwise reasonably necessary for the provision or receipt of the Services, and
- shall be responsible to the Customer for any acts or omissions of any of the persons referred to in clause 13.3.1 in respect of the confidentiality and security of the Customer Data as if they were Treeapp’s own.
The provisions of this clause 13 shall not apply to information which:
- is or comes into the public domain through no fault of Treeapp, its officers, employees, agents or contractors;
- is lawfully received by Treeapp from a third party free of any obligation of confidence at the time of its disclosure;
- is independently developed by Treeapp (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such Confidential Information; or
is required by law, by court or governmental or regulatory order to be disclosed,
provided that clauses 13.4.1 to 13.4.3 (inclusive) shall not apply to Protected Data.
- This clause 13 shall survive the termination or expiry of the Agreement for a period of ten years.
- To the extent any Customer Data is Protected Data, Treeapp shall ensure that such Customer Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of Treeapp’s obligations under the Data Protection Addendum. Clauses 13.1 to 13.5 (inclusive) are subject to this clause 13.6.
Treeapp’s Confidential Information
- The Customer shall maintain the confidentiality of Treeapp’s Confidential Information and shall not without the prior written consent of Treeapp, disclose, copy or modify Treeapp’s Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under the Agreement.
The Customer undertakes to:
- disclose Treeapp’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Agreement;
- procure that such persons are made aware of and agree in writing to observe the obligations in this clause 14; and
- be responsible for the acts and omissions of those third parties referred to in this clause 14.2 as if they were the Customer’s own acts or omissions.
- The Customer shall give notice to Treeapp of any unauthorised use, disclosure, theft or loss of Treeapp’s Confidential Information immediately upon becoming aware of the same.
The provisions of this clause 14 shall not apply to information which:
- is or comes into the public domain through no fault of the Customer, its officers, employees, agents or contractors;
- is lawfully received by the Customer from a third party free of any obligation of confidence at the time of its disclosure;
- is independently developed by the Customer, without access to or use of Treeapp’s Confidential Information; or
- is required by law, by court or governmental or regulatory order to be disclosed provided that the Customer, where possible, notifies Treeapp at the earliest opportunity before making any disclosure.
- This clause 14 shall survive the termination or expiry of the Agreement for a period of ten years.
To the maximum extent permitted by law, Treeapp shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
Limitation of liability
- The extent of Treeapp’s liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 17.
- Subject to clauses 17.3 and 17.6, Treeapp’s aggregate liability in respect of each individual Free or Trial Service (and all Support Services provided in connection with the same) (howsoever arising under or in connection with the Agreement) shall not exceed £50 (fifty pounds).
Subject to clause 17.6, Treeapp’s total aggregate liability howsoever arising under or in connection with the Agreement shall not exceed the greater of:
- an amount equal to the Subscription Fee for all Services paid to Treeapp in the 12-month period immediately preceding the first incident giving rise to any claim under the Agreement; or
- an amount equal to 12 (twelve) times the Subscription Fee due or paid to Treeapp for the Services provided in the first month of the Service Period.
- Subject to clause 17.6, Treeapp shall not be liable for consequential, indirect or special losses.
Subject to clause 17.6, Treeapp shall not be liable for any of the following (whether direct or indirect):
- loss of profit;
- destruction, loss of use or corruption of data;
- loss or corruption of software or systems;
- loss or damage to equipment;
- loss of use;
- loss of production;
- loss of contract;
- loss of opportunity;
- loss of savings, discount or rebate (whether actual or anticipated); and/or
- harm to reputation or loss of goodwill.
Notwithstanding any other provision of the Agreement, Treeapp’s liability shall not be limited in any way in respect of the following:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other losses which cannot be excluded or limited by applicable law.
- This clause 17 shall survive the termination or expiry of the Agreement.
Treeapp may suspend access to the Services to all or some of the Authorised Users if:
- Treeapp suspects that there has been any misuse of the Services or breach of the Agreement; or
- the Customer fails to pay any sums due to Treeapp by the due date for payment.
- Where the reason for the suspension is suspected misuse of the Services or breach of the Agreement, without prejudice to its rights under clause 20, Treeapp will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
- In relation to suspensions under clause 18.1.2, access to the Services will be restored promptly after Treeapp receives payment in full and cleared funds.
- Subscription Fee shall remain payable during any period of suspension notwithstanding that the Customer, Authorised Affiliates or some or all of the Authorised Users may not have access to the Services.
- Treeapp may suspend access to the Services to all or some of the Authorised Users if:
- Unless the Sign-up Form specifies there shall be no automatic renewals and subject to clause 19.2, on expiry of the Subscribed Service Period indicated in the Sign-up Form for each Subscribed Service the Subscribed Service Period shall continue and automatically renew for further periods of one month (Renewal Date). This clause 19.1 shall not apply in respect of Free or Trial Services (which shall not renew unless otherwise expressly stated in the Sign-up Form).
- If either party wishes for the Subscribed Service Period to expire on the next Renewal Date, it may cause the Subscribed Service to expire on that Renewal Date by notice provided such notice is served at least 30 days prior to that Renewal Date. If notice is not served within the timeframes set out in this clause 19.2, the Subscribed Service shall renew at the next Renewal Date in accordance with clause 19.1.
Term and termination
- The Agreement shall come into force on Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Service Period after which it shall automatically expire.
- Either party may terminate the Agreement or the provision of any of the Subscribed Services for convenience on not less than 30 days’ prior written notice to the other.
Either party may terminate the Agreement immediately at any time by giving notice in writing to the other party if:
- the other party commits a material breach of the Agreement and such breach is not remediable;
- the other party commits a material breach of the Agreement which is not remedied within 20 Business Days of receiving written notice of such breach; or
- the other party has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within 20 Business Days after the other party has received notification that the payment is overdue.
- Treeapp may terminate or suspend the provision of Free or Trial Services (and all related Support Services) at any time with or without notice.
- Any breach by the Customer of the Acceptable Use Policy or of clauses 3 or 10] shall be deemed a material breach of the Agreement which is not remediable.
Consequences of termination
Immediately on termination or expiry of the Agreement (for any reason), the rights granted by Treeapp under the Agreement shall terminate and the Customer shall (and shall procure that each Authorised User and Authorised Affiliate shall):
- stop using the Services; and
- destroy and delete or, if requested by Treeapp, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
- Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.
- Immediately on termination or expiry of the Agreement (for any reason), the rights granted by Treeapp under the Agreement shall terminate and the Customer shall (and shall procure that each Authorised User and Authorised Affiliate shall):
- The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
- Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement.
- Nothing in the Agreement shall limit or exclude any liability for fraud.
Any notice given by a party under the Agreement shall be:
- in writing and in English;
- signed by, or on behalf of, the party giving it (except for notices sent by email); and
- sent to the relevant party at the address set out in clause 23.3.
Notices may be given, and are deemed received:
- by hand: on receipt of a signature at the time of delivery;
- by post: at 9.00 am on the third Business Day after posting; and
- by email: on receipt of a read receipt email from the correct address.
Notices shall be sent to:
in the case of those to Treeapp:
WeWork, 3 Waterhouse Square, 138 - 142 Holborn, London EC1N 2SW; and
- in the case of those to the Customer, to any email or physical address or contact details notified on the Sign-up Form (as updated from time to time pursuant to clause 23.4).
Any change to the contact details of a party as set out in clause 23.3 shall be notified to the other party in accordance with clause 23.1 and shall be effective:
- on the date specified in the notice as being the date of such change; or
- if no date is so specified, five Business Days after the notice is deemed to be received.
- This clause does not apply to notices given in legal proceedings or arbitration.
- Any notice given by a party under the Agreement shall be:
No variation of the Agreement shall be valid or effective unless it is:
- an Update made in accordance with the Agreement; or
- made in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each party.
- No variation of the Agreement shall be valid or effective unless it is:
Assignment and subcontracting
- Except as expressly provided in the Agreement, Treeapp may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement.
- Except as expressly permitted by the Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement (including the licence rights granted), in whole or in part, without Treeapp’s prior written consent.
Each party shall pay all sums that it owes to the other party under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
No partnership or agency
The parties are independent and are not partners or principal and agent and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
- If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
- If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
- No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
- No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
- A waiver of any term, provision, condition or breach of the Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
Costs and expenses
Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Agreement (and any documents referred to in it).
Third party rights
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
Each party represents and warrants to the other that it has the right, power and authority to enter into the Agreement and grant to the other the rights (if any) contemplated in the Agreement and to perform its obligations under the Agreement.
The Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).
DEFINITIONS AND INTERPRETATION
In the Agreement:
means each of the following:
(a) the addendum identifying certain respective rights and obligations of the parties’ in respect of personal data and privacy under the Agreement (as Updated from time to time), which as at Order Acceptance (the Data Protection Addendum); and
(b) the addendum identifying certain of the parties’ respective rights and obligations in respect of security under the Agreement (as Updated from time to time), which as at Order Acceptance (the Information Security Addendum);
Affiliate means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010; Authorised Affiliates means, in respect of the relevant Subscribed Service, the Affiliates of the Customer (if any) identified in the Sign-up Form as Authorised Affiliates in respect of that Subscribed Service; Authorised Users means, in respect of the relevant Subscribed Service, the named users authorised by the Customer to use that Subscribed Service in accordance with the terms of the Agreement; Business Day means a day other than a Saturday, Sunday or bank or public holiday in England; Customer has the meaning given in the relevant Sign-up Form; Customer Data means all data (in any form) that is provided to Treeapp or uploaded or hosted on any part of any Subscribed Service by the Customer or by any Authorised User (but excluding Feedback as defined in clause 10.5); Customer Systems means all software and systems used by or on behalf of the Customer, the Customer’s Affiliates, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt any of the Services or that the Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly); Description means the description of the relevant Subscr Service (as Updated from time to time), which as at Order Acceptance is the latest version available at https://www.thetreeapp.org/business; Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet; Free or Trial Service means any Subscribed Service identified as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis); Intellectual Property Rights
means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
whether registered or not;
including any applications to protect or register such rights;
including all renewals and extensions of such rights or applications;
whether vested, contingent or future; and
Master SaaS Terms means the terms set out in the clauses and other provisions of this document (including the schedule), as Updated from time to time; Materials means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of Treeapp in connection with the Services, but excluding all Customer Data; Non-Treeapp Materials means Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Customer and the relevant third party (including such Non-Treeapp Materials which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Non-Treeapp Materials in the Agreement; Open Source Software means any software subject to a version of the General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of the Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) at the date of the Agreement; Order Acceptance means the effective date of the relevant Sign-up Form; Permitted Downtime
(a) scheduled maintenance which Treeapp shall use reasonable endeavours to undertake from 2am to 6am (UK time);
(b) emergency maintenance; or
(c) downtime caused in whole or part by Force Majeure.
means use solely for the Customer’s internal business operations and, in respect of each Subscribed Services, also for the internal business of operations of the Authorised Affiliates identified in respect of that Subscribed Service on the Sign-up Form, in each case in accordance with the applicable Documentation and the Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Subscribed Service or Documentation;
(b) permitting any use of any Subscribed Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorised Affiliates for the Permitted Purpose));
(c) combining, merging or otherwise permitting any Subscribed Service (or any part of it or the Treeapp Website Business Offering) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
(d) attempting to reverse engineer, observe, study or test the functioning of or decompile the Treeapp Website Business Offering or the Services (or any part),
except as expressly permitted under the Agreement.
means each of the following:
(a) Treeapp’s policy on acceptable use of the Services (as Updated from time to time), which as at Order Acceptance is the latest version available at https://www.thetreeapp.org/terms-and-conditions (the Acceptable Use Policy); and
Pricing Terms means the details of pricing and fees in respect of each part of the Services, as initially provided under the Sign-up Form and updated from time to time in accordance with clause 7.6 or, in respect of any part of the Services for which prices are not expressly agreed, on Treeapp’s Standard Pricing Terms; Protected Data has the meaning given in the Data Protection Addendum; Purchased Authorised User Accounts means, in respect of each Subscribed Service, the number of Authorised Users who may use that Subscribed Service as set out in the Sign-up Form; Relief Event
(a) any breach of the Agreement by the Customer; or
(b) any Force Majeure;
Renewal Date has the meaning given in clause 19.1; Service Hours means 24 hours a day, seven days a week excluding Permitted Downtime; Service Period means the period beginning on Order Acceptance and ending with the last of the Subscribed Service Periods; Services means the Subscribed Services and the Support Services; Sign-up Form means the electric or physical form (including its schedules, annexes and appendices (if any)) ordering the Subscribed Services entered into by or on behalf of the Customer and Treeapp, incorporating these Master SaaS Terms and the Agreement (and as varied by the parties by agreement in writing from time to time); Subscribed Service Period means (subject to clauses 19 and 20) in respect of each Subscribed Service, the duration during which such services are to be provided as initially set out in the Sign-up Form and as varied in accordance with the Agreement; Subscribed Service Specific Terms means, in respect of each Subscribed Service, the specific additional or amended terms relevant to that Subscribed Service (as Updated from time to time) which as at Order Acceptance are available at Schedule 2; Subscribed Services means each cloud service to which the Customer has subscribed as set out in the Sign-up Form (and Subscribed Service shall refer to each respective service separately); Subscribed Territory means, in respect of the relevant Subscribed Service, the territories identified in the Sign-up Form except to the extent it is illegal (including as a result of any embargo) under the laws of England & Wales (as binding on any person) for the Subscribed Service to be provided to or received within such territories from time to time; Subscription Fee means, in respect of each Subscribed Service, the fees payable by the Customer in consideration of that Subscribed Service as set out in the Pricing Terms; Support Services means, in respect of the relevant Subscribed Service, the support services provided by Treeapp to the Customer as described in the Subscribed Service Specific Terms; Treeapp Website Business Offering means the software or applications used by or on behalf of Treeapp to provide the Subscribed Services; Treeapp Provided Materials means all of the Materials provided or made available by or on behalf of Treeapp, but excluding all Customer Data and all Non-Treeapp Materials; Treeapp’s Confidential Information means all information (whether in oral, written or electronic form) relating to Treeapp’s business which may reasonably be considered to be confidential in nature including information relating to Treeapp’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Pricing Terms, the Description and any other technical or operational specifications or data relating to each Subscribed Service shall be part of Treeapp’s Confidential Information; Treeapp’s Standard Pricing Terms means Treeapp’s standard pricing terms for each part of the Services, as amended by Treeapp from time to time; Update has the meaning given in clause 6.2, and Updated shall be construed accordingly; Update Notification has the meaning given in clause 6.1; and VAT means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
In the Agreement, unless otherwise stated:
- the table of contents, background section and the clause, paragraph, schedule or other headings in the Agreement are included for convenience only and shall have no effect on interpretation;
- Treeapp and the Customer are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;
- words in the singular include the plural and vice versa;
- any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
- a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
- a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
- a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
SUBSCRIBED SERVICES SPECIFIC TERMS
|Subscribed Service||Subscribed Service Specific Terms|
|Make my team climate positive||
This Subscribed Service is recommended for Customers with a growing workforce who wish to make their team climate positive.
The Customer will be required to select the number of people in their workforce which fall under the following categories:
Treeapp will calculate the total Fees for the Customer in accordance with the number of employees under each of the categories above. The Fees will be displayed on the Treeapp Business Offering Platform.
The Customer can increase or decrease the number of employees at any time.
It will be the responsibility of the Customer to update the number of employees that it has in its workforce to ensure that the entire team remains climate positive.
From time to time, the Customer may be able to make one-off purchases of trees. The price for this shall be indicated on www.thetreeapp.org/business.
|Plant trees for my company||
This Subscribed Service is recommended for small Customers looking to grow their impact.
The Customer will be required to select the number of trees it would like Treeapp to plant every month. Treeapp will calculate the total Fees for the Customer in accordance with the number of trees it has selected. The Fees will be displayed on the Treeapp Business Offering Platform.
The number of trees purchased each month can be adjusted by the Customer.
It will be the responsibility of the Customer to update the number of trees it wishes to purchase to remain climate positive.
From time to time, the Customer may be able to make one-off purchases of trees. The price for this shall be indicated on www.thetreeapp.org/business.
Forest Wide Limited t/a Treeapp (we) are committed to protecting your personal data and respecting your privacy. This policy covers the privacy of the users using our Treeapp mobile app (“App” or “our app”), available on both the Play Store and App Store.
Consent to installation of the App
Under data protection laws, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes, and your rights in relation to your personal data. This information is provided at https://www.thetreeapp.org/privacy and it is important that you read that information.
By installation of this App, you indicate your consent to our processing of your personal data (including your name, contact details, financial and device information) as described in the policy https://www.thetreeapp.org/privacy.
How you can withdraw consent
Once you provide consent, you may change your mind and withdraw consent at any time by contacting us at [email protected] but that will not affect the lawfulness of any processing carried out before you withdraw your consent.
- Treeapp - mobile application software (App) available on the relevant App store, once you have downloaded or streamed a copy of the App onto your mobile telephone or handheld device (Device).
Important information and who we are
Forest Wide Limited t/a Treeapp is the controller and is responsible for your personal data (collectively referred to as "Company", "we", "us" or "our" in this policy).
Our full details are:
- Full name of legal entity: FOREST WIDE LIMITED
- Name or title of data privacy manager: King Leong Ng
- Email address: [email protected]
- Postal address: Wework, 3 Waterhouse Square, London, England, EC1N 2SW
You have the right to make a complaint at any time to the Information Commissioner's Office (ICO), the UK regulator for data protection issues.
This version was last updated on 10/08/2021. It may change and if it does, these changes will be posted on this page and, where appropriate, notified to you when you next start the App or log onto one of the Services Sites. The new policy may be displayed on-screen and you may be required to read and accept the changes to continue your use of the App or the Services.
It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during our relationship with you.
Third party links
Our Sites may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. Please note that these websites and any services that may be accessible through them have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any personal data that may be collected through these websites or services, such as Contact and Location Data. Please check these policies before you submit any personal data to these websites or use these services.
The data we collect about you
We may collect, use, store and/or transfer different kinds of personal data about you as follows:
- Identity Data: first name, last name, date of birth, gender.
- Contact Data: billing address, delivery address, email address and telephone number.
- Transaction Data: includes details about payments to and from you and details of in-App purchases.
- Device Data: includes the type of mobile device you use, a unique advertising id, mobile network information, your mobile operating system, the type of mobile browser you use, and time zone setting.
- Content Data: the following information that is stored on your Device, namely contacts lists. This information is not stored by Treeapp.
- Profile Data: profile picture (only the selected image will be processed and stored), in-App purchase history, your interests, preferences, feedback and survey responses.
- Usage Data: includes details of your use of any of our Apps or your visits to any of Our Sites including, but not limited to, traffic data and other communication data, whether this is required for our own billing purposes or otherwise and the resources that you access.
- Marketing and Communications Data: includes your preferences in receiving marketing from us and our third parties and your communication preferences.
- Location Data: locality (NUTS classification) in which you reside, provided by user during sign up. User delivery location (exact address), which the user inputs when choosing the location of the order delivery.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
How is your personal data collected?
We will collect and process the following data about you:
- Information you give us. This is information (including Identity, Contact, Location and Marketing and Communications Data) you consent to giving us about you by filling in forms on the App, or by corresponding with us (for example, by email or chat). It includes information you provide when you register to use the App, download or register an App, subscribe to any of our Services, search for an App or Service, make an in-app purchase, share data via an App's social media functions, enter a competition, promotion or survey and when you report a problem with an App, our Services, or any of Our Sites. If you contact us, we will keep a record of that correspondence.
Information we receive from other sources including third parties and publicly available sources. We will receive personal data about you from various third parties and public sources as set out below:
- Mobile number from other Treeapp users via syncing a third party’s (aka another users’) address book
- Device Data from the following parties: Analytics providers such as Google based in the UK and in Ireland
- Contact and Transaction Data from providers of technical, payment and delivery services such as Stripe based inside the UK;
- Unique application numbers. When you want to install or uninstall a Service containing a unique application number or when such a Service searches for automatic updates, that number and information about your installation, for example, the type of operating system, may be sent to us.
How we use your personal data
We will only use your personal data when the law allows us to do so. Most commonly we will use your personal data in the following circumstances:
- Where you have consented before the processing.
- Where we need to perform a contract we are about to enter or have entered with you.
- Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
- Where we need to comply with a legal or regulatory obligation.
We will only send you direct marketing communications by email or text if we have your consent. You have the right to withdraw that consent at any time by contacting us.
We will get your express opt-in consent before we share your personal data with any third party for marketing purposes.
Purposes for which we will use your personal data:
|Purpose/activity||Type of data||Lawful basis for processing|
|To install the App, SMS verification, register you as a new App user and for authentication and log-in purposes||
|To support the in-app service of gifting trees to other Treeapp users in an efficient way.||
Identity (incl. full name and profile picture)
|To sync and upload the contacts on your device to find other Treeapp users (only when given permission to do so)||Content (temporarily uploaded to Treeapp services and not stored)||Your consent|
|To process in-App purchases, including purchases on the Treeapp Marketplace, and deliver Services including managing payments and collecting money owed to us||
Marketing and Communications
Performance of a contract with you
Necessary for our legitimate interests (to recover debts due to us)
|To manage our relationship with you including notifying you of changes to the App or any Services, and general communication (not including Marketing) with you||
Marketing and Communications
Performance of a contract with you
Necessary for our legitimate interests (to keep records updated and to analyse how customers use our Services)
Necessary to comply with legal obligations (to inform you of any changes to our terms and conditions)
|To enable you to participate in a prize draw, competition or complete a survey||
Marketing and Communications
Performance of a contract with you
Necessary for our legitimate interests (to analyse how customers use our Services and to develop them and grow our business)
|To administer and protect our business and this App including troubleshooting, data analysis and system testing to identify bugs in specific operating systems||
|Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security)|
To make recommendations to you about services and content which may interest you
To measure and analyse the effectiveness of the content we serve you
Necessary for our legitimate interests (to develop our Services and grow our business)
Disclosures of your personal data
When you consent to providing us with your personal data, we will also ask you for your consent to share your personal data with the third parties set out below for the purposes set out in the table:
External Third Parties such as:
- Our Brand Partners, who will be responsible for fulfilling any purchases made via the Treeapp Marketplace. Your personal data will be shared with them for the purpose of performing the contract with you. Your personal data will be processed by our Brand Partners in accordance with their privacy policies. The identity of the relevant Brand Partner will be made clear to you before you complete your purchase and your personal data is sent to them.
Service providers acting as processors based in UK, EU and US who provide IT, system administration, and payment/transaction processing services, such as:
- Stripe Payments UK LTD, with company number 08480771.
- Professional advisers acting as processors or joint controllers including lawyers, bankers, auditors and insurers based in UK, EU and US who provide consultancy, banking, legal, insurance and accounting services.
- HM Revenue and Customs, regulators and other authorities acting as processors or joint controllers based in the UK who require reporting of processing activities in certain circumstances.
Many of our external third parties are based outside the UK so their processing of your personal data will involve a transfer of data outside the UK.
Whenever we transfer your personal data out of the UK, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:
- We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data..
- Where we use certain service providers, we may use specific contracts approved by the UK which give personal data the same protection it has in the UK.
Please contact us if you want further information on the specific mechanism used by us when transferring your personal data out of the UK.
All information you provide to us is stored on our secure servers. Any payment transactions carried out by our chosen third-party provider of payment processing services will be encrypted using Secure Sockets Layer technology. Where we have given you (or where you have chosen) a password that enables you to access certain parts of Our Sites, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
Once we have received your information, we will use strict procedures and security features to try to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator when we are legally required to do so.
Details of retention periods for different aspects of your personal data are available in our retention policy which you can request by contacting us.
By law we have to keep basic information about our customers (including Contact, Identity and Transaction Data) for six years after they cease being customers for tax purposes.
In some circumstances you can ask us to delete your data: see Your legal rights below for further information.
In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.
Only in the event that you request your account to be deleted, only then will we delete your account and private data.
Your legal rights
Under certain circumstances you have the following rights under data protection laws in relation to your personal data.
Please click on the links below to find out more about these rights:
- Request access to your personal data (commonly known as a "data subject access request"). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
- Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
- Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
- Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios:
- if you want us to establish the data's accuracy;
- where our use of the data is unlawful but you do not want us to erase it;
- where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or
- you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
- Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
- Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain services to you. We will advise you if this is the case at the time you withdraw your consent.
You also have the right to ask us not to continue to process your personal data for marketing purposes.
You can exercise any of these rights at any time by contacting us at [email protected].
PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE SITE
What's in these terms?
This acceptable use policy sets out the content standards that apply when you upload content to our site (https://www.thetreeapp.org/business/) (hereinafter referred to as “Site”) link to our Site, or interact with our Site in any other way.
Who we are and how to contact us
https://www.thetreeapp.org/business/ is a Site operated by Forest Wide Limited t/a Treeapp ("We", “Us” and “Our”). We are registered in England and Wales under company number 12093497and have our registered office at Wework, 3 Waterhouse Square, London, England, EC1N 2SW.
We are a limited company.
To contact us, please email us at [email protected].
By using our Site you accept these terms
By using our Site, you confirm that you accept the terms of this policy and that you agree to comply with them.
If you do not agree to these terms, you must not use our Site.
We recommend that you print a copy of these terms for future reference.
There are other terms that may apply to you
Our Terms of website use https://www.thetreeapp.org/terms-and-conditions also apply to your use of our Site.
In addition to these terms, the following terms may also apply:
We may make changes to the terms of this policy
We amend these terms from time to time. Every time you wish to use our Site, please check these terms to ensure you understand the terms that apply at that time.
You may use our Site only for lawful purposes. You may not use our Site:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To bully, insult, intimidate or humiliate any person.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out below.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
- Not to reproduce, duplicate, copy or re-sell any part of our Site in contravention of the provisions of our terms of website use.
Not to access without authority, interfere with, damage or disrupt:
- any part of our Site;
- any equipment or network on which our Site is stored;
- any software used in the provision of our Site; or
- any equipment or network or software owned or used by any third party.
These content standards apply to any and all material which you contribute to our Site (Contribution), and to any interactive services associated with it.
The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
Forest Wide Limited t/a TreeApp will determine, in its discretion, whether a Contribution breaches the Content Standards.
A Contribution must:
- Be accurate (where it states facts).
- Be genuinely held (where it states opinions).
- Comply with the law applicable in England and Wales and in any country from which it is posted.
A Contribution must not:
- Be defamatory of any person.
- Be obscene, offensive, hateful or inflammatory.
- Bully, insult, intimidate or humiliate.
- Promote sexually explicit material.
- Include child sexual abuse material.
- Promote violence.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any copyright, database right or trademark of any other person.
- Be likely to deceive any person.
- Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Promote any illegal content or activity.
- Be in contempt of court.
- Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
- Be likely to harass, upset, embarrass, alarm or annoy any other person.
- Impersonate any person or misrepresent your identity or affiliation with any person.
- Give the impression that the Contribution emanates from Forest Wide Limited t/s TreeApp, if this is not the case.
- Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
- Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
- Contain any advertising or promote any services or web links to other Sites.
Breach of this policy
When we consider that a breach of this acceptable use policy has occurred, we may take such action as we deem appropriate.
- Immediate, temporary or permanent withdrawal of your right to use our Site.
- Immediate, temporary or permanent removal of any Contribution uploaded by you to our Site.
- Issue of a warning to you.
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
How this contract can be transferred
We can transfer our rights and obligations under these terms to any third party, provided this does not adversely affect your rights under these terms.
Which country's laws apply to any disputes?
If you are a consumer, please note that the terms of this policy, its subject matter and its formation are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
If you are a business, the terms of this policy, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.