Roadmapr Terms of Service
Effective date: 27 March 2026
Carbonaires Capital Limited of Moray House, 23-35 Great Titchfield Street, W1W 7PA (“Carbonaires”, “Company”, “we”, “us”).
This Agreement forms the Terms and Conditions of above and governs the Roadmapr software platform (“Roadmapr”) subscription.
Definitions
1. Licence grant, terms and fees
Carbonaires grants the Client a limited, non-exclusive, non-transferable, revocable right for the Authorised User to access and use Roadmapr and related documentation during the Subscription Term for the Client’s internal business purposes relating to carbon credit procurement analysis, carbon removal strategy, and related decarbonisation work. The licence is for one (1) Authorised User, unless Carbonaires agrees otherwise in writing.
Carbonaires will issue access credentials using the email address provided at registration (or as updated by the Client). The Subscription Term begins on the date the Authorised User first logs in and lasts 12 months from that date.
The subscription will renew automatically at the end of each Subscription Term, and payment will be collected automatically from the payment method provided at subscription. The Client may cancel the renewal by giving at least 30 days’ notice to Carbonaires before the end of the then-current Subscription Term.
Carbonaires may increase the subscription fee at each renewal by giving the Client at least 30 days’ written notice before the renewal date. If the Client does not wish to accept the increased fee, the Client may cancel the renewal in accordance with clause 1.3.
Fees and Payment.
The subscription fee for Roadmapr is as set out at the point of subscription. All fees are quoted in pounds sterling (GBP), are payable in advance for each Subscription Term, and are non-refundable except as expressly provided in this Agreement.
All fees are exclusive of applicable taxes. Taxes (including VAT) will be calculated and collected at the point of payment by the payment processor based on the Client’s business identification or VAT registration details. The Client is responsible for providing accurate tax identification information and for any taxes that are not collected at the point of payment.
Payment is processed by a third-party payment processor. The Client’s use of the payment processor is subject to the payment processor’s own terms and conditions. Carbonaires is not responsible for the payment processor’s availability or for any errors in tax calculation by the payment processor, provided Carbonaires has made reasonable efforts to configure the payment processor correctly.
If payment for a renewal is not collected successfully, the payment processor will automatically retry the payment in accordance with it's retry schedule. If payment remains unsuccessful after 14 days from the first failed attempt, Carbonaires may suspend or terminate access to Roadmapr by giving written notice to the Client. The Client remains liable for any fees due.
Subscription fees are non-refundable, except where: (i) Carbonaires terminates this Agreement other than for the Client’s breach; or (ii) the Client terminates this Agreement under clause 10 (Amendment) because the Client does not accept amended terms. In those cases, the Client will receive a pro rata refund of any prepaid fees attributable to the unused portion of the Subscription Term.
No refund is due where the Client cancels a renewal under clause 1.4 (the Client’s access continues until the end of the then-current Subscription Term) or where Carbonaires terminates or suspends access due to the Client’s breach.
Carbonaires may update, modify, or enhance Roadmapr from time to time, including by changing, adding, or removing features, capabilities, or third-party integrations. Carbonaires will use reasonable efforts to maintain the core functionality of Roadmapr but does not guarantee that any specific feature will remain available throughout the Subscription Term. Additional licences, modules, or services require a separate order form and Carbonaires will provide access to additional licences upon request.
2. Acceptable use and restrictions
The Client and Authorised User must: (a) keep login credentials confidential and not share accounts; (b) use Roadmapr in compliance with applicable law and Carbonaires’ acceptable use policies (if provided); (c) ensure Client Data does not infringe third-party rights and is not unlawful, defamatory, or malicious.
The Client and Authorised User must not: (a) permit anyone other than the Authorised User to access Roadmapr using the licence; (b) reverse engineer, decompile, disassemble, or attempt to discover source code except to the extent allowed by law; (c) scrape, mine, or extract data from Roadmapr in a manner that unreasonably burdens the service; (d) circumvent security or usage controls; (e) use Roadmapr to develop or provide a competing service or product.
3. Client Data, security, and intellectual property
Data Processing and Sub-Processors.
To the extent that Carbonaires processes personal data on behalf of the Client in connection with the provision of Roadmapr, Carbonaires acts as a data processor and the Client acts as data controller. The parties will comply with applicable data protection law. Where required, Carbonaires will provide a data processing addendum (DPA) on request.
The Client acknowledges that Roadmapr uses third-party artificial intelligence model providers and other sub-processors to deliver the service. The Client grants Carbonaires general authorisation to engage sub-processors for this purpose. A list of sub-processors is available upon request.
Carbonaires may change, add, or remove third-party AI model providers or other sub-processors at its sole discretion in order to deliver, maintain, or improve Roadmapr. Such changes will be reflected in the sub-processor list. Carbonaires will use reasonable efforts to ensure that any sub-processor is bound by data protection obligations no less protective than those in this Agreement.
To the extent that Carbonaires processes data for its own purposes under clause 3.4 (Service Data), Carbonaires acts as an independent data controller for that processing activity.
The Client acknowledges that Roadmapr uses cookies and similar technologies for authentication, security, analytics, and service performance. By accepting this Agreement, the Client and each Authorised User consent to such use to the extent required by applicable law. Details are set out in Carbonaires’ cookie policy, available on the Carbonaires website.
Carbonaires will implement reasonable technical and organisational measures designed to protect Client Input Data. The parties will comply with applicable data protection law. Where required, Carbonaires will provide a data processing addendum (DPA) on request.
Intellectual Property.
As between the parties, the Client retains ownership of all Client Input Data.
Subject to clause 3.3(c), the Client owns the specific content of Output Data generated for the Client. Carbonaires hereby assigns to the Client all right, title, and interest (if any) that Carbonaires may have in the specific content of Output Data. The Client may use, copy, modify, and share Output Data for any lawful business purpose, including by removing Carbonaires branding.
Carbonaires (and its licensors) retains all right, title, and interest in Roadmapr, its documentation, the underlying analytical methodologies, report structures, prompt engineering, agent orchestration logic, scoring frameworks, and any other proprietary elements embedded in or used to generate Output Data (“Roadmapr IP”). The Client’s ownership of Output Data content does not extend to Roadmapr IP. Except for the limited rights expressly granted in this Agreement, no rights in Roadmapr IP are transferred to the Client.
Due to the nature of artificial intelligence, Output Data may not be unique, and other clients may receive similar or identical output from Roadmapr. Carbonaires’ assignment of rights under clause 3.3(b) does not extend to output generated for other clients.
Service Data.
The Client acknowledges and agrees that Carbonaires may collect, derive, compile, aggregate, and anonymise data from or generated through the processing of Client Data, Output Data, and usage data arising from the Client’s use of Roadmapr (“Service Data”). Service Data includes both: (i) data aggregated across multiple clients or data sources; and (ii) data derived from or generated through processing of a single Client’s data. In all cases, Service Data must be processed so that it does not identify, and cannot reasonably be used to identify, the Client, any Authorised User, or any third party.
As between the parties, Carbonaires shall own all right, title, and interest in Service Data, including all intellectual property rights therein.
Carbonaires may use, reproduce, publish, distribute, sublicense, and otherwise commercially exploit Service Data for any lawful purpose, including benchmarking, analytics, research, data products, industry reports, and the development or improvement of Carbonaires’ products and services, during and after the Subscription Term.
Carbonaires will implement appropriate anonymisation techniques and will conduct periodic assessments to ensure that Service Data cannot reasonably be used to re-identify the Client or any third party.
For the avoidance of doubt, nothing in this clause permits Carbonaires to disclose Client Data in a form that identifies or could reasonably be expected to identify the Client, any Authorised User, or any third party.
4. Support and availability
Carbonaires will provide standard support via roadmapr@carbonaires.com during business hours for the Subscription Term.
Roadmapr is provided on an “as available” basis. Planned maintenance may temporarily affect availability.
5. Warranties, disclaimers, and liability
Carbonaires warrants it will provide Roadmapr with reasonable care and skill.
The Client acknowledges that Roadmapr uses artificial intelligence and machine learning technologies, including third-party AI models, to generate outputs such as decarbonisation plans, business reports, pathway analyses, and related content (“Outputs”). AI technologies are rapidly evolving and are not infallible. Outputs may not always be accurate, complete, or current, and may contain material errors or omissions even where they appear detailed or authoritative. Outputs may not be unique, and other users of Roadmapr may receive similar or identical content.
The Client must not rely on any Output as a sole source of truth, factual information, or substitute for independent professional advice (including but not limited to environmental, legal, financial, or regulatory advice). The Client is solely responsible for evaluating and verifying the accuracy and appropriateness of all Outputs before use, including by obtaining review from appropriately qualified personnel.
Carbonaires does not warrant that Outputs will meet any specific regulatory, auditor, registry, or Science Based Targets initiative (SBTi) acceptance criteria, or that any Output will be fit for any particular regulatory or compliance purpose.
Where the Client uses, shares, or distributes any Output in a jurisdiction that requires disclosure that content has been generated or materially assisted by artificial intelligence (including but not limited to requirements under the EU AI Act or any successor legislation), the Client is solely responsible for ensuring compliance with all applicable disclosure obligations. Carbonaires shall not be liable for any failure by the Client to make such disclosures.
Except as expressly stated, Roadmapr and outputs are provided “as is.” Carbonaires does not warrant that Roadmapr will be error-free, uninterrupted, or that outputs will meet regulatory, auditor, registry, or SBTi acceptance criteria. Outputs are decision-support information and should be reviewed by qualified personnel.
Nothing in this Agreement limits liability that cannot be excluded by law. Subject to this, Carbonaires will not be liable for indirect or consequential losses. Carbonaires’ total aggregate liability arising out of or in connection with Roadmapr during the Subscription Term is limited to the fees paid for the Roadmapr subscription, or £1,000 if provided at no charge.
The Client shall indemnify and hold harmless Carbonaires and its officers, employees, and agents against all liabilities, claims, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with: (a) the Client’s breach of clause 2 (Acceptable Use and Restrictions); (b) any claim that Client Input Data infringes the intellectual property rights of a third party or is otherwise unlawful; or (c) the Client’s use of Output Data in a manner that breaches applicable law.
6. Suspension and termination
Carbonaires may suspend access immediately if: (a) there is suspected unauthorised access or security risk; (b) the Client breaches clause 2; or (c) required by law or regulator.
Either party may terminate this Appendix for material breach not cured within 30 days of notice (or immediately if the breach is not capable of cure).
Upon expiry or termination: (a) the licence ends and access may be disabled; (b) Carbonaires will make Client Data available for export for 30 days, after which Carbonaires may delete Client Data in accordance with its retention policy.
7. Assignment
The Client may not assign or transfer this Agreement or the Authorised User licence without Carbonaires’ prior written consent. Changing the named Authorised User may be permitted for personnel changes, subject to Carbonaires’ approval and account verification.
8. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from circumstances beyond that party’s reasonable control, including acts of God, natural disaster, pandemic, war, terrorism, government action, power failure, internet or telecommunications failure, and the failure, suspension, or degradation of third-party services on which Roadmapr depends (including but not limited to AI model providers and cloud infrastructure providers). The affected party will use reasonable efforts to mitigate the effect of the force majeure event and resume performance as soon as practicable.
9. Confidentiality
Each party (“Receiving Party”) shall keep confidential all information disclosed by the other party (“Disclosing Party”) that is identified as confidential or that the Receiving Party ought reasonably to regard as confidential (“Confidential Information”).
The Receiving Party shall not use Confidential Information except for the purposes of this Agreement and shall not disclose it to any third party other than to its employees, advisers, or sub-processors who need to know it and are bound by obligations of confidentiality.
The obligations in this clause do not apply to information that: (i) is or becomes publicly available other than through a breach of this clause; (ii) was already known to the Receiving Party; (iii) is independently developed by the Receiving Party; or (iv) is required to be disclosed by law or regulation.
For the avoidance of doubt, Service Data (as defined in clause 3.4) is not Confidential Information of the Client.
10. Amendment
Carbonaires may amend these terms by giving the Client at least 30 days’ written notice. Continued use of Roadmapr after the amendment takes effect constitutes acceptance. If the Client does not agree to the amended terms, the Client may terminate this Agreement by giving notice before the amendment takes effect, and will receive a pro rata refund of any prepaid and unused fees.
11. Notices
All notices under this Agreement must be in writing and sent by email to the address provided at registration (for the Client) or to the address specified on the Carbonaires website (for Carbonaires). A notice is deemed received on the business day it is sent, provided it is sent before 17:00 (UK time) on a business day, or on the next business day if sent after that time or on a non-business day.
12. Governing law
This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction (subject to mandatory consumer protections, where applicable).
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, negotiations, representations, and agreements (whether written or oral). Neither party has relied on any statement or representation not set out in this Agreement. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.