Terms & conditions

General

These Terms and Conditions ("Terms") govern access to and use of the Root software-as-a-service platform and related services provided by Root Sustainability B.V. They form a binding agreement between Root and the business customer that accepts them or that places an order for the Services. Please read them carefully.

1. Who we are

The Services are provided by Root Sustainability B.V. ("Root", "we", "us", "our"), a private limited company (besloten vennootschap) incorporated under the laws of the Netherlands, with its corporate seat in Amsterdam and its office at Magalhaensstraat 26-2, 1057 RV Amsterdam, the Netherlands. We are registered with the Dutch Chamber of Commerce (KvK) under number 85257451 and our VAT number is NL863564033B01. You can reach us at info@root-sustainability.com.

2. Definitions

• "Agreement" means these Terms together with the applicable Order Form and any schedules or policies they incorporate by reference (including the Privacy Policy and the data-protection terms in Section 12).
• "Customer", "you", "your" means the business that accepts these Terms or places an order for the Services.
• "Customer Data" means all data, content and materials that you or your Users upload to, or generate through, the Services.
• "Documentation" means the user guides and technical documentation we make available for the Services.
• "Initial Period" means the initial subscription term stated in the Order Form.
• "Order Form" means the ordering document (in any form, including an online order or written quote) that sets out the Services ordered, the fees, the volumes and the subscription term.
• "Renewal Term" means each renewal period following the Initial Period.
• "Services" means the web-based Root platform for life cycle assessment (LCA) and carbon-footprint analytics, together with any related training, configuration, professional services and support that we agree to provide.
• "Subprocessor" means a third party engaged by Root to process Customer Data, as described in Section 12.
• "Users" means the individuals you authorise to use the Services on your behalf.

3. Eligibility — business use only

The Services are offered solely to businesses and other organisations acting in the course of their trade, business, craft or profession. They are not offered to consumers, and consumer-protection rules that apply to contracts with consumers do not apply to this Agreement. By accepting these Terms you confirm that you are entering into the Agreement for business purposes and that the person accepting is authorised to bind the Customer.

4. The Services and right to use

4.1 Subject to the Agreement and to payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, worldwide right for your Users to access and use the Services for your internal business purposes during the subscription term, up to the volumes set out in the Order Form.

4.2 You may permit your professional advisers and consultants to use the Services on your behalf, provided they are bound by obligations no less protective than these Terms and you remain responsible for their use.

4.3 We may improve, update or modify the Services from time to time. We will not materially reduce the core functionality of the Services during a paid subscription term.

5. Acceptable use

5.1 You will use the Services only in accordance with the Agreement, the Documentation and applicable law, and you will not:

(a) copy, modify, translate or create derivative works of the Services;(b) reverse-engineer, decompile or disassemble any part of the Services, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law;(c) use the Services to build, or assist in building, a competing product or service, or for any service-bureau or similar purpose;(d) circumvent or test the security of the Services, or access the Services other than through the interfaces and credentials we provide;(e) upload malicious code or use the Services in a way that overburdens, disrupts or impairs the Services or the infrastructure on which they run; or(f) exceed the volumes or rate limits stated in the Order Form or Documentation, or resell or make the Services available to any third party except as permitted in Section 4.2.

5.2 You are responsible for your Users' compliance with the Agreement, for keeping your credentials confidential, and for all activity that occurs under your accounts.

6. Customer obligations and Customer Data

6.1 As between the parties, Customer Data is and remains your property. You are solely responsible for the accuracy, quality, legality and your right to use the Customer Data, and for obtaining all consents and providing all notices necessary for us to process it in providing the Services.

6.2 Where Customer Data includes personal data, Section 12 (Data protection) applies. You confirm that you have a lawful basis for any personal data you upload, including employee commute or business-travel data used for Scope 3 calculations.

6.3 You are responsible for maintaining your own copies of Customer Data where you need them for your records. We maintain backups in accordance with our operational standards but do not act as your system of record.

7. Volumes and upgrades

7.1 If your use exceeds the volumes stated in the Order Form, we may apply the additional usage and charge for it at our then-current rates, or work with you to upgrade your plan.

7.2 Volumes cannot be reduced during the Initial Period or a Renewal Term. To reduce volumes for the next term, you must give us at least two months' written notice before the end of the current term.

8. Fees and payment

8.1 You will pay the fees set out in the Order Form. Unless stated otherwise, fees are exclusive of VAT and other applicable taxes, which you will pay in addition.

8.2 Unless the Order Form states otherwise, fees are invoiced in advance and payable within 30 days of the invoice date. Fees are non-cancellable and non-refundable except as expressly set out in this Agreement.

8.3 If you do not pay undisputed fees when due, we may charge interest at the statutory commercial rate under Article 6:119a of the Dutch Civil Code, together with reasonable collection and reminder costs, and we may suspend the Services in accordance with Section 14 after giving you reasonable notice.

8.4 Where you purchase a fixed quantity of professional-services hours, those hours are valid for 12 months from the date of the Order Form and expire if unused.

9. Availability and support

9.1 We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, but we do not warrant that the Services will be uninterrupted, error-free or completely secure. Availability may be affected by maintenance, updates and factors outside our reasonable control.

9.2 Where practicable, we schedule planned maintenance for weekends or outside normal business hours (Central European Time / Central European Summer Time, Amsterdam).

9.3 We provide standard support during normal business hours on days when commercial banks are open in the Netherlands, at no additional cost, through the support channels we make available in the Services. Any enhanced service-level commitments or service credits apply only if expressly agreed in an Order Form or service-level schedule.

10. Intellectual property

10.1 We and our licensors own all intellectual property rights in and to the Services, including the software, technical solutions, LCA methodology, emission-factor logic, reference datasets, Documentation and the "Root" name and brand. Except for the limited right to use granted in Section 4, no rights are transferred to you.

10.2 If you provide feedback, suggestions or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

10.3 We will defend you against third-party claims that your authorised use of the Services infringes that third party's intellectual property rights, and will indemnify you for amounts finally awarded or agreed in settlement, provided you promptly notify us, let us control the defence and reasonably cooperate. This obligation does not apply to claims arising from Customer Data, from use of the Services in breach of the Agreement, or from combination of the Services with items we did not provide.

11. Customer Data ownership and aggregated insights

11.1 We process Customer Data to provide the Services to you. We do not sell Customer Data.

11.2 We may generate and use aggregated and anonymised information derived from use of the Services (for example, to operate, secure and improve the Services and their predictive capabilities, and to produce benchmarks such as the "Root Index"). Such aggregated and anonymised information does not identify you, your Users or any individual, and we retain all rights in it. We will not publish your Confidential Information or Customer Data in identifiable form.

12. Data protection (processing of personal data)

12.1 Roles. Where we process personal data contained in Customer Data on your behalf, you act as the controller and we act as the processor within the meaning of the EU General Data Protection Regulation (GDPR) and the Dutch Implementation Act (UAVG). This Section 12 sets out the terms on which we process that personal data and serves as the data-processing agreement between us. Our processing of personal data relating to your account administrators and Users as a controller is described in our Privacy Policy.

12.2 Scope and instructions. The subject matter of the processing is the provision of the Services; the duration is the term of the Agreement; the nature and purpose are the hosting, storage and processing operations necessary to deliver the Services; the types of personal data and categories of data subjects are those you choose to upload (which may include your personnel and the contacts associated with facilities, orders and transport records). We process this personal data only on your documented instructions, including as set out in the Agreement, unless we are required to do otherwise by EU or Dutch law (in which case we will inform you unless that law prohibits it).

12.3 Confidentiality. We ensure that persons authorised to process the personal data are bound by an appropriate duty of confidentiality.

12.4 Security. We implement appropriate technical and organisational measures under Article 32 GDPR, including encryption of personal data at rest (AES-256) and in transit (TLS), role-based access control, and logical separation of each customer's data.

12.5 Subprocessors. You give us general authorisation to engage Subprocessors to process Customer Data. We impose data-protection obligations on each Subprocessor that are no less protective than this Section 12, and we remain responsible for their performance. A current list of Subprocessors is set out in our Privacy Policy; we will give you reasonable notice of any intended change so that you can object on reasonable data-protection grounds.

12.6 International transfers. We host Customer Data in the European Union (currently the AWS Europe (Frankfurt) region). Where a Subprocessor processes personal data outside the European Economic Area, we ensure an appropriate safeguard under Chapter V GDPR is in place, such as the European Commission's Standard Contractual Clauses.

12.7 Assistance. Taking into account the nature of the processing, we will assist you by appropriate technical and organisational measures, insofar as possible, to respond to requests from data subjects exercising their rights, and to meet your obligations regarding security, breach notification and data-protection impact assessments. If we receive a request directly from a data subject relating to Customer Data, we will refer them to you and will not respond except on your instructions or as required by law.

12.8 Breach notification. We will notify you without undue delay after becoming aware of a personal-data breach affecting Customer Data, and will provide the information reasonably required to support your own notification obligations.

12.9 Return or deletion. On expiry or termination of the Agreement, we will delete or return Customer Data in accordance with Section 15 and our retention practices, unless EU or Dutch law requires continued storage.

12.10 Audits. We will make available the information reasonably necessary to demonstrate compliance with this Section 12 and will allow for and contribute to audits, including inspections, conducted by you or an auditor you mandate, subject to reasonable notice, confidentiality and frequency limits.

13. Use of artificial intelligence and automated processing

13.1 The Services use machine-learning techniques — including text embeddings provided by a third-party model — to match and classify product, material and supply-chain descriptions and to assist with LCA calculations. We do not send personal data to this model, and it operates on a zero-data-retention basis.

13.2 These features are assistive. Outputs (such as suggested matches and calculated results) may contain errors and should be reviewed by you before you rely on them. We do not warrant the accuracy or completeness of any AI-assisted output. The Services do not make automated decisions producing legal or similarly significant effects on individuals.

14. Suspension

We may suspend your access to the Services, in whole or in part, where (a) you fail to pay undisputed fees when due and do not cure within a reasonable period after notice; (b) your use poses a security risk to the Services or other customers, or may subject us to liability; or (c) you use the Services in breach of the Agreement or applicable law. We will limit any suspension to what is reasonably necessary and will restore access promptly once the cause is resolved.

15. Term, termination and exit

15.1 The Agreement starts on the date you first accept these Terms or the start date in the Order Form and continues for the Initial Period. It then renews automatically for successive Renewal Terms equal to the Initial Period, unless either party gives at least two months' written notice of non-renewal before the end of the then-current term. We will give at least three months' notice of any fee increase taking effect at renewal.

15.2 Either party may terminate the Agreement for material breach if the other party fails to cure the breach within 10 days of written notice, or immediately if the other party becomes insolvent or ceases to do business.

15.3 On expiry or termination, your right to use the Services ends. For 30 days after the effective date of termination, we will, on request, make Customer Data available for you to export in a commonly used format. After that period, we will delete Customer Data in the ordinary course in accordance with our retention practices (residual copies in routine backups are deleted on the standard backup cycle).

15.4 Notice of termination should be sent in writing to our office address or to info@root-sustainability.com. Sections that by their nature should survive termination (including Sections 6, 10, 11, 12.9, 16, 17, 18, 20 and 21) survive.

16. Warranties and disclaimer

16.1 We warrant that the Services will perform materially in accordance with the Documentation during the subscription term. Your exclusive remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity.

16.2 Except as expressly stated in the Agreement, the Services are provided "as is" and we disclaim all other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and that the Services will be uninterrupted, error-free or secure. You are responsible for the lawfulness and accuracy of the inputs you provide and for your own use of any results.

17. Limitation of liability

17.1 Neither party excludes or limits its liability where it cannot lawfully do so, including for liability arising from willful misconduct or gross negligence.

17.2 Subject to Section 17.1, neither party is liable for any indirect or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings or data, however arising.

17.3 Subject to Sections 17.1 and 17.4, each party's total aggregate liability arising out of or in connection with the Agreement is limited to the fees paid or payable by you under the Agreement in the 12 months preceding the event giving rise to the liability.

17.4 The cap in Section 17.3 does not apply to: (a) your obligation to pay fees; (b) either party's liability for infringement of the other party's intellectual property rights; (c) either party's breach of its confidentiality or data-protection obligations; or (d) amounts payable under the indemnities in Sections 10.3 and 19.

18. Confidentiality

18.1 Each party (the "Recipient") will keep confidential all non-public information disclosed by the other party (the "Discloser") that is marked or would reasonably be understood as confidential, use it only to perform or exercise its rights under the Agreement, and protect it with at least the care it uses for its own confidential information.

18.2 These obligations do not apply to information that is or becomes public through no fault of the Recipient, was lawfully known to the Recipient before disclosure, is independently developed without use of the Discloser's information, or is lawfully received from a third party. The Recipient may disclose confidential information where required by law or a competent authority, giving the Discloser reasonable prior notice where lawful.

18.3 These obligations survive termination of the Agreement.

19. Indemnification by Customer

You will defend and indemnify us against third-party claims, and resulting losses, arising from (a) Customer Data, including any claim that it infringes a third party's rights or was processed without a lawful basis; or (b) your use of the Services in breach of the Agreement or applicable law.

20. Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, failures of utilities or telecommunications, and acts of government. The affected party will use reasonable efforts to mitigate the effect.

21. Export controls and sanctions

Each party will comply with applicable export-control and economic-sanctions laws. You confirm that you are not located in, and will not use the Services in or for the benefit of, any country or party subject to applicable sanctions that would make such use unlawful.

22. Changes to these Terms

We may amend these Terms from time to time. We will notify you of material changes by email or through the Services; notice by email is deemed received within two weeks of being sent. If a change has a material adverse effect on you, you may terminate the affected Services by written notice within 30 days of the notice, in which case we will refund any prepaid fees for the unused period. Continued use of the Services after a change takes effect constitutes acceptance of the amended Terms.

23. Assignment

You may not assign or transfer the Agreement without our prior written consent. We may assign the Agreement to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of our assets, on notice to you.

24. Reference

We may identify you as a customer, and use your name and logo, in our marketing materials and on our website, in a manner consistent with any brand guidelines you provide. You may withdraw this permission on written notice.

25. Governing law and disputes

25.1 The Agreement and any dispute or claim arising out of or in connection with it are governed exclusively by the laws of the Netherlands.

25.2 The competent court in Amsterdam, the Netherlands, has exclusive jurisdiction to settle any such dispute or claim, without prejudice to either party's right to seek injunctive or other interim relief from any court of competent jurisdiction.

26. General

26.1 The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals and understandings. If there is a conflict, the Order Form prevails over these Terms.

26.2 If any provision is held invalid or unenforceable, the remaining provisions remain in effect and the parties will replace the affected provision with a valid one that best reflects its intent.

26.3 A failure or delay in exercising a right is not a waiver of it.

26.4 Notices to us should be sent to our office address or to info@root-sustainability.com.

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