HemeraScope Subscription Terms

• Hemera — Hemera Intelligence Ltd, a company registered in England and Wales (company number [pending — Companies House]), registered office [pending — registered address].
• Client, you, your — the organisation identified as the customer on the Order Form.
• Order Form — the document signed by both parties identifying the subscription plan, fees, term, and authorised users.
• Services — the HemeraScope SaaS platform and any professional services described in the Order Form, including carbon footprint reporting, supplier intelligence, and analyst work product.
• Client Data — any data, including supplier and spend data, documents and credentials, that you upload to HemeraScope.
• Hemera Data — reference data, scores, methodologies, code, reports, analyses, benchmarks, and aggregated anonymous data generated by Hemera.
• Deliverables — reports, dashboards, and analyses Hemera produces for you under the Order Form.

2.2 What HemeraScope is. HemeraScope is an analytics product that helps organisations understand the carbon footprint of their spend and the ESG characteristics of their suppliers. Hemera combines Client Data with data from public registries (Companies House, HSE, SBTi, CDP) and applies recognised methodologies (DEFRA emission factors, Pedigree Matrix uncertainty scoring) to produce estimates, scores, and reports.

2.3 What HemeraScope is not. The Services do not constitute legal, financial, tax, investment, or regulatory advice. Carbon figures produced by HemeraScope are estimates prepared using recognised but approximate methodologies and are not a substitute for independent verification required by specific regulatory regimes (e.g. SECR, CSRD, or frameworks requiring third-party assurance). You are responsible for any onward use, disclosure or reliance on the outputs.

You will:

• upload only Client Data you are entitled to upload and have all necessary rights to provide to Hemera;
• ensure Client Data is accurate, complete and up to date to the best of your knowledge;
• keep account credentials secure and notify us promptly of suspected unauthorised access;
• comply with the Acceptable Use Policy in Section 12;
• comply with all applicable laws, including UK GDPR.

You will pay the fees set out on the Order Form. [Placeholder: invoicing cadence, payment terms, accepted payment methods, late payment interest, VAT handling, currency — to be filled in.]

Fees are exclusive of VAT. We may increase fees on renewal by giving you not less than 60 days' notice before the end of the current Subscription Term.

6.1 Client Data. As between you and us, you own and retain all right, title and interest in and to the Client Data. You grant Hemera a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display and process the Client Data solely as necessary to provide the Services and the Deliverables.

6.2 Hemera Data, methodology, and Deliverables.As between you and us, Hemera owns and retains all right, title and interest in Hemera Data, Hemera's methodology, software, underlying models, reference datasets, and all intellectual property in Deliverables other than the Client Data embedded within them. On full payment, Hemera grants you a perpetual, non-exclusive, non-transferable licence to use the Deliverables internally for your own business purposes. You may not redistribute, resell, or publish the Deliverables without our prior written consent.

6.3 Aggregated anonymous data. You acknowledge and agree that Hemera may, during and after the Subscription Term, create and retain aggregated and anonymised statistical information derived from Client Data and from the provision of the Services, provided that such information:

• is irreversibly anonymised so that it cannot be linked to you, to any individual supplier, or to any natural person;
• is aggregated across a cohort size large enough to prevent re-identification;
• does not include supplier names, company numbers, contact details, credentials, or any direct or indirect identifier.

Hemera may use such aggregated anonymous information indefinitely for any lawful purpose, including benchmarking, research, methodology improvement, and publication of market trends. Because such information is not personal data under UK GDPR Recital 26, it is not subject to the return and deletion obligations in Section 14 or the DPA. See the Privacy Policy for additional detail.

Hemera warrants that it will perform the Services with reasonable care and skill. Except as expressly set out in this Agreement, all other warranties, conditions and terms — whether express, implied or statutory — are excluded to the fullest extent permitted by law. In particular, carbon, ESG and risk figures produced by HemeraScope are estimates based on published methodologies and Client Data, and Hemera does not warrant that they are suitable for, or accepted by, any specific regulatory, financial reporting, or assurance regime.

Subject to clause 10.1 (no exclusion for death, personal injury, fraud, or liabilities that cannot be excluded by law) and clause 10.2 (exclusions for loss of profit, revenue, business, goodwill, data corruption, and indirect loss), each party's total aggregate liability is limited to an amount equal to the fees paid or payable under the Order Form in the twelve (12) months immediately preceding the event giving rise to the claim.

The Agreement starts on the Effective Date and continues for the Initial Term set out on the Order Form. It automatically renews for successive renewal terms unless either party gives written notice of non-renewal at least 60 days before the end of the current term.

For 30 days after termination, you may export your Client Data through the HemeraScope user interface. After that period, Hemera will delete Client Data, except for aggregated anonymous data retained under Section 6.3 and except for data Hemera is required by law to retain.

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that Hemera may bring proceedings for injunctive relief or to enforce a payment obligation in any court of competent jurisdiction.