HemeraScope Subscription Terms

• Hemera, we, us, our — Hemera Intelligence Limited, a company registered in England and Wales (company number 17198795), whose registered office is at 167-169 Great Portland Street, London, W1W 5PF, England.
• 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 or your authorised users upload to or enter into HemeraScope.
• Hemera Data — reference data, scores, methodologies, code, reports, analyses, benchmarks, and aggregated anonymous data generated or maintained by Hemera, including data sourced from public registries.
• Deliverables — reports, dashboards, and analyses Hemera produces for you under the Order Form.
• DPA — the Data Processing Agreement annexed to these Terms as Schedule 1.
• Subscription Term — the period specified on the Order Form, including any renewal.

2.1 Hemera will provide the Services in accordance with these Terms and 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). Hemera is not an auditor, verifier, certifier, or assurance provider, and the Services do not constitute an audit, assurance, certification, or verification of any figure. You are responsible for any onward use, disclosure or reliance on the outputs.

2.4 Reliance on your data and third-party data. The outputs depend on information provided by you, your suppliers, and third-party sources (including public registries). Hemera is entitled to rely on that information and, unless expressly agreed in writing, is under no obligation to independently verify its completeness or accuracy. The quality of the outputs depends on the quality of the information provided. Unless expressly agreed in writing, the outputs are provided for your internal business use only and no third party may rely on them.

2.5 Pilot status.HemeraScope is currently provided on a pilot basis. During the pilot the Services and outputs are provided "as is", may contain errors, defects, or incomplete functionality, and Hemera may modify, suspend, or withdraw features at any time. Service availability and feature development are not guaranteed during the pilot.

2.6 Hemera will use reasonable endeavours to keep the Services available but does not guarantee continuous or error-free operation. Planned maintenance will be notified where practicable.

2.7 Self-serve sign-up. Some plans are available on a self-serve basis, where you create an account online without a signed Order Form. For those plans, creating an account and ticking the consent box at sign-up constitutes your acceptance of these Terms (a clickwrap agreement), and no separate Order Form is required. Where these Terms refer to the Order Form, those references apply to the plan and options you select at sign-up. If you later enter into a signed Order Form, that Order Form governs to the extent of any conflict.

3.1 You will:

• upload only Client Data you are entitled to upload and have all necessary rights, consents and lawful bases to provide to Hemera for the purposes set out in these Terms;
• 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, in your use of the Services.

3.2 You warrant that providing Client Data to Hemera, and Hemera's processing of it under these Terms, will not breach any third-party rights, confidentiality obligations, or applicable law.

4.1 The Order Form specifies the number of authorised users. You are responsible for the acts and omissions of your authorised users as if they were your own.

4.2 Each authorised user must have their own account. Credentials may not be shared.

5.1 You will pay the fees set out on the Order Form.

5.2 Unless the Order Form states otherwise, fees are invoiced annually in advance and are payable within 30 days of the date of invoice.

5.3 Fees are payable by bank transfer in pounds sterling (GBP) to the account specified on the invoice.

5.4 If you fail to pay an undisputed sum by its due date, Hemera may charge interest on the overdue amount at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Services on 14 days' written notice until payment is received.

5.5 All fees are exclusive of VAT, which Hemera will add at the prevailing rate where applicable.

5.6 Hemera may increase fees on renewal by giving you not less than 60 days' notice before the end of the then-current Subscription Term.

5.7 Self-serve subscriptions. Self-serve subscriptions may be paid by card and are charged in advance for the billing period you select. The fees for these plans are the prices shown on the pricing page at the time you subscribe, which apply in place of clauses 5.2 and 5.3 for those plans. Card payments are processed by our third-party payment provider, and your subscription renews automatically for successive billing periods until you cancel through your account or by written request.

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, and to comply with this Agreement.

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, or the underlying Hemera Data, 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 and is not Client Data, it is not subject to the return and deletion obligations in Section 14 or the DPA. See the Privacy Policy for additional detail.

7.1 Each party will comply with its obligations under the UK GDPR and the Data Protection Act 2018.

7.2 To the extent Hemera processes personal data on your behalf in providing the Services, Hemera does so as your processor and the parties agree the Data Processing Agreement attached as Schedule 1, which is incorporated by reference. In the event of conflict between these Terms and the DPA on matters of personal data, the DPA prevails.

7.3 To the extent Hemera processes personal data as a controller (for example, for its own account administration, marketing, or as described in Section 6.3), Hemera does so in accordance with its Privacy Policy.

8.1 Each party will keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, and disclose it only to personnel and advisers who need to know and are under equivalent duties of confidence.

8.2 Confidentiality obligations do not apply to information that is public, received lawfully from a third party, independently developed, or required to be disclosed by law or a regulator.

8.3 Confidentiality obligations survive termination for five (5) years or, for trade secrets, for as long as they remain trade secrets.

9.1 Hemera warrants that it will perform the Services with reasonable care and skill.

9.2 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:

• Hemera does not warrant that the Services will be uninterrupted or error-free;
• 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;
• Hemera does not warrant the accuracy or completeness of data sourced from public registries or third-party sources.

10.1 Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by sections 2 to 12 of the Sale of Goods Act 1979 or equivalent; or (d) any other liability that cannot be limited or excluded by law.

10.2 Subject to clause 10.1, neither party will be liable for:

• loss of profit;
• loss of revenue;
• loss of business, goodwill or anticipated savings;
• loss or corruption of data (except to the extent such loss is caused by Hemera's breach of the DPA);
• indirect or consequential loss.

10.3 Subject to clauses 10.1 and 10.2, each party's total aggregate liability in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with this Agreement is limited to an amount equal to the fees paid or payable by you to Hemera under the Order Form in the twelve (12) months immediately preceding the event giving rise to the claim.

11.1 This Agreement starts on the Effective Date on the Order Form and continues for the Initial Term set out there.

11.2 The Agreement automatically renews for successive renewal terms equal to the Initial Term unless either party gives written notice of non-renewal at least 60 days before the end of the current term.

11.3 Either party may terminate the Agreement immediately on written notice if the other: (a) commits a material breach that is not capable of remedy, or is capable of remedy but not remedied within 30 days of written notice; or (b) becomes insolvent, enters administration, liquidation or a similar process.

11.4 On termination:

• your right to use the Services ends;
• any fees already paid are non-refundable, except where you terminate for Hemera's uncured material breach, in which case Hemera will refund fees pro-rata for the unused portion of the current term;
• the return and deletion obligations in the DPA and in Section 14 apply to Client Data;
• Hemera's rights under Section 6.3 (aggregated anonymous data) survive.

12.1 You will not:

• use the Services to upload unlawful, infringing or defamatory content;
• attempt to reverse engineer, decompile, or access the source code of the Services, except to the extent permitted by law;
• probe, scan, or test the vulnerability of the Services without our prior written consent (see our responsible disclosure policy on the Security & Trust page);
• use the Services to build a competing product;
• upload malware or other harmful code.

13.1 Nothing in this Agreement transfers ownership of any IP rights. Each party retains its pre-existing IP.

13.2 If you provide feedback about the Services, Hemera may use it freely, including incorporating it into the Services, without obligation to you.

14.1 For 60 days after termination, you may export your Client Data through the HemeraScope user interface or by written request.

14.2 After that period, Hemera will delete Client Data in accordance with the DPA, except for aggregated anonymous data retained under Section 6.3 and except for data Hemera is required by law to retain.

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, flood, fire, labour disputes, industrial action affecting third-party infrastructure providers, or failure of the internet, provided the affected party promptly notifies the other and uses reasonable endeavours to mitigate.

Hemera may identify you as a client in its marketing materials (for example, by displaying your logo on the HemeraScope website), unless you opt out in writing. Any case study or quotation will be subject to your prior written approval.

17.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation are governed by the laws of England and Wales.

17.2 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.

18.1 Before issuing proceedings, the parties will attempt to resolve any dispute through good-faith discussions between senior representatives within 30 days.

18.2 If unresolved, the parties will consider mediation through the Centre for Effective Dispute Resolution (CEDR) before litigation, save that either party may seek urgent injunctive relief at any time.

Notices must be given in writing to the addresses on the Order Form (or by email to the designated contact, for routine notices). Legal notices (breach, termination) must be sent by recorded delivery or by email with read-receipt confirmation.

20.1 This Agreement, the Order Form and the DPA form the entire agreement between the parties and supersede any prior agreement on the same subject matter.

20.2 No variation is effective unless in writing and signed by both parties.

20.3 No waiver of any right is effective unless in writing.

20.4 If any provision is held to be invalid, the remainder continues in force.

20.5 Neither party may assign this Agreement without the other's prior written consent, except to a successor in a merger, acquisition or sale of substantially all the business.

20.6 Nothing in this Agreement creates a partnership, agency or employment relationship.

20.7 No person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.