Terms of Service

1. Acceptance of Terms

By accessing and using MetricOra, you accept and agree to be bound by the terms and provision of this agreement. If you do not agree to abide by the above, please do not use this service.

2. License & Use Restrictions

MetricOra grants you a limited, non-exclusive, non-transferable license to use the platform for calculating and tracking greenhouse gas (GHG) emissions in accordance with this agreement.

You agree NOT to:

• Reverse engineer, decompile, or attempt to discover the source code
• Remove, obscure, or alter any proprietary notice or label
• Use the platform for any unlawful purpose or in violation of any applicable laws
• Access the service via automated means (bots, scrapers) without written consent
• Attempt to gain unauthorized access to accounts, systems, or data
• Transmit malware, viruses, or any code of destructive nature

3. Accuracy of Data

You are responsible for the accuracy, legality, and non-infringing nature of all data you upload or enter. MetricOra does not independently verify emissions calculations or the validity of underlying activity data. You represent that:

• All activity records, quantities, and supporting evidence are true and complete to the best of your knowledge
• You have the right to provide emissions data (no confidentiality or IP violations)
• You have obtained necessary consents from suppliers and field workers for data submission

4. Calculation Methodology & Disclaimers

MetricOra uses published emission factors (DEFRA 2025.2 and 2026.1, US EPA GHG Hub 2025, EPA USEEIO 1.3, ADEME Base Carbone and Defra UK spend multipliers) and the GHG Protocol framework. However:

• No Warranty: Calculations are provided "as-is" without warranty of accuracy, completeness, or fitness for a particular purpose
• Methodology Changes: Emission factors and methodologies may change; we update the platform periodically
• Third-Party Data: We rely on external services (postcodes.io, OSRM, geocoding) which may have errors or limitations
• Professional Advice: MetricOra is not a substitute for professional environmental or accounting advice
• Regulatory Compliance: You are responsible for ensuring your GHG reporting complies with applicable regulations (CSRD, TCFD, CDP, etc.)

5. Intellectual Property Rights

MetricOra retains all right, title, and interest in the platform, software, features, and functionality. Your data and uploaded evidence files remain your property; we use them only to provide the service.

You grant us a limited license to store, process, and display your data within your organization and to authorized auditors/regulators as required by law.

6. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL METRICORA, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunity
• Errors, omissions, or inaccuracies in calculations
• Regulatory fines, penalties, or reputational harm arising from your use of the platform
• Third-party claims related to data you provided

Our total liability for any claim arising under this agreement shall not exceed the fees paid by you in the 12 months preceding the claim.

7. Indemnification

You agree to defend, indemnify, and hold harmless MetricOra from any claims, damages, or costs (including legal fees) arising from:

• Your use or misuse of the platform
• Data you upload or activities you record
• Your violation of these terms or applicable laws
• Infringement of third-party rights by content you provide

8. Service Availability & Uptime

MetricOra operates on a best-effort basis. We do not guarantee uninterrupted service. Scheduled maintenance, unforeseeable outages, or third-party service interruptions may affect availability.

In the event of an outage affecting data access for more than 24 hours, we will use commercially reasonable efforts to restore service and provide a status update.

9. Data Loss & Backup Responsibility

While we maintain backups, you remain responsible for maintaining independent copies of critical data. We are not liable for data loss due to:

• Your deletion or modification of records
• Service outages or data center incidents
• Accidental or intentional misuse

10. Account Security & Passwords

You are responsible for maintaining the confidentiality of your login credentials. You agree to:

• Use a strong, unique password
• Enable two-factor authentication when available
• Immediately notify us of any unauthorized access or security breach
• Not share credentials with unauthorized parties

We are not liable for unauthorized access resulting from your failure to secure your credentials.

11. Termination

Either party may terminate this agreement at any time with 30 days written notice. Upon termination:

• Your access to the platform is revoked
• Your data will be retained per our retention schedule (see Privacy Policy)
• You remain liable for fees accrued through termination date

12. Governing Law & Jurisdiction

These terms are governed by the laws of England and Wales. Both parties consent to the exclusive jurisdiction of the courts of England and Wales for any disputes arising from this agreement.

13. Entire Agreement

These terms, together with our Privacy Policy and any other agreements you sign, constitute the entire agreement between you and MetricOra. No oral modifications or side agreements are valid unless in writing and signed by both parties.

14. Severability

If any provision of these terms is found invalid or unenforceable, it will be reformed to the minimum extent necessary; all other provisions remain in full force and effect.

15. Contact

Questions about these terms? Email legal@metricora.co.uk