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Terms and Conditions
Ditch Carbon Ltd, trading as DitchCarbon. Version v260903.5. These Terms and Conditions are in three parts, with a schedule of sub-processors. Part A applies to organisations that buy access to the DitchCarbon platform, API or datasets under an Order Form, including consultants and partners. Part B applies to everyone who visits ditchcarbon.com. Part C applies to organisations that claim a profile or use DitchCarbon's free services.
Part A: Customer Terms
These Customer Terms (the "Agreement") are between Ditch Carbon Ltd, trading as DitchCarbon, a company registered in England and Wales with company number 13487671 and registered office at 167-169 Great Portland Street, London W1W 5PF ("DitchCarbon"), and the organisation named as the customer in an Order Form ("Customer"). The Agreement takes effect on the Effective Date stated in the Order Form or, if none is stated, on the date Customer first accesses the Services (the "Effective Date").
DitchCarbon provides a Scope 3 carbon accounting platform comprising an application programming interface (the "API"), a web application (the "Web App"), datasets of organisation emissions and sustainability information, and related documentation and support (together, the "Services"). Customer wishes to license access to the Services for its internal business operations. By signing an Order Form, or by accessing the Services under an Order Form, Customer agrees to this Agreement. The person accepting on Customer's behalf confirms they are authorised to bind Customer. The Services are provided to businesses only; Customer confirms it is acting in the course of business and not as a consumer.
1. Definitions and interpretation
"Authorised Users" means Customer's employees, contractors and, where the Order Form permits, its Affiliates' personnel and professional advisers, up to the number specified in the Order Form, who are authorised by Customer to use the Services.
"Affiliate" means an entity that controls, is controlled by or is under common control with a party.
"Confidential Information" means information disclosed by one party to the other under or in connection with this Agreement that is marked confidential or would reasonably be regarded as confidential, including Customer Data, DitchCarbon's methodologies, emission factor derivations, pricing and non-public product information.
"Customer Data" means data and documents that Customer or its Authorised Users upload to, enter in or connect with the Services, including spend files, supplier and counterparty lists, portfolio holdings and uploaded documents.
"Customer Outputs" means reports, calculations, analyses and other outputs Customer creates using the Services.
"Documentation" means DitchCarbon's then-current user and API documentation at docs.ditchcarbon.com and any third-party data terms it identifies.
"Data Processing Addendum" or "DPA" means the data processing schedule published by DitchCarbon and incorporated into this Agreement, including the list of sub-processors in Schedule 1.
"Fees" means the fees stated in the Order Form.
"Licensed Data" means emissions, target, data quality, benchmark, forecast and other sustainability information, emission factors and organisation profiles made available to Customer through the Services, and any data derived from them by the Services.
"Order Form" means an order form, quote or online order that references this Agreement and is accepted by both parties.
"Subscription Term" means the Initial Term and each Renewal Term.
Order of precedence: if there is a conflict, the Order Form prevails over this Agreement, which prevails over the DPA, which prevails over the Documentation. "Including" means including without limitation.
2. Data Protection, Privacy and Customer Data
2.1 Ownership and licence. Customer owns Customer Data. Customer grants DitchCarbon a non-exclusive, royalty-free licence to host, copy, process, analyse and display Customer Data for the purposes of providing, securing, supporting and improving the Services, carrying out Customer's instructions given within the Services (for example, sending a data request to a supplier Customer selects), and complying with law.
2.2 Confidentiality of Customer Data. DitchCarbon will treat Customer Data as Confidential Information. DitchCarbon will not sell Customer Data and will not disclose it to third parties except (a) to sub-processors and personnel bound by written confidentiality obligations no less protective than this Agreement, (b) as directed by Customer within the Services, or (c) as required by law or a lawful request by a public authority, in which case DitchCarbon will notify Customer where legally permitted.
2.3 Aggregated data. DitchCarbon may create and use aggregated or de-identified statistics derived from use of the Services that do not identify Customer, its suppliers, counterparties or any individual, to operate, benchmark and improve the Services.
2.4 Security. DitchCarbon will implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, including maintaining an information security programme independently audited to SOC 2 Type II or an equivalent standard and independent penetration testing at least annually. DitchCarbon will notify Customer without undue delay, and in any event within 72 hours of becoming aware, of any confirmed unauthorised access to Customer Data.
2.5 Personal data. Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. Where DitchCarbon processes personal data contained in Customer Data (typically business contact details of supplier and counterparty personnel), it does so as processor on Customer's behalf under the DPA. Customer warrants that it has a lawful basis to provide that personal data to DitchCarbon and to instruct the processing described in this Agreement.
2.6 Sub-processors. DitchCarbon uses the sub-processors listed in Schedule 1 and will give Customer at least 30 days' notice before adding or replacing a sub-processor. If Customer reasonably objects on data protection grounds within that period and the parties cannot resolve the objection, Customer may terminate the affected Service and receive a pro rata refund of prepaid Fees for the remaining Subscription Term.
3. Access and Usage Rights
Access Methods: Customer may access the Services either through the API or the Web App, as specified in the applicable Order Form. Use of the API and Web App is governed by the same terms, and Customer is responsible for ensuring compliance by its Authorised Users with all usage restrictions and obligations outlined in this Agreement, and is liable for their acts and omissions as if they were its own.
Permitted Users and Authentication: Access to the API and Web App is limited to Authorised Users. Each user must authenticate using the credentials or single sign-on method DitchCarbon supports, and Customer is responsible for managing user permissions and ensuring secure credential use. Credentials are personal to the individual and may not be shared.
Account Security: Customer is responsible for maintaining the confidentiality and security of access credentials for both the API and Web App. Customer agrees to notify DitchCarbon immediately in the event of any unauthorised access or suspected compromise of credentials. DitchCarbon is not liable for any losses or damages resulting from unauthorised access to Customer's account due to Customer's failure to secure credentials.
Integrations: Where Customer connects the Services to its own or third-party systems (for example ERP, procure-to-pay or business intelligence tools), Customer authorises DitchCarbon to access and process the data those systems make available for the purpose of providing the Services, confirms it has the right to grant that access, and is responsible for the third-party system and its terms. DitchCarbon is not responsible for the availability or conduct of third-party systems.
4. Licence Grant
Subject to the terms and conditions of this Agreement and payment of the Fees, and as specified in the applicable Order Form, DitchCarbon grants to Customer a non-exclusive, non-transferable licence during the Subscription Term for Authorised Users to access and use the Services and Licensed Data for Customer's internal business purposes, including Customer's own emissions measurement, reporting, disclosure, assurance, target-setting, procurement and portfolio management, and to share Licensed Data with Customer's auditors, assurance providers, regulators and professional advisers for those purposes. Any resale rights or third-party access rights granted to Customer will be as detailed in the applicable Order Form and clause 22. This licence may be suspended or terminated only as provided in this Agreement.
5. Licence Restrictions
Unless expressly agreed in the applicable Order Form, Customer shall not, and shall not permit any third party to:
(a) sublicense, sell, rent, lease, transfer, assign, or otherwise distribute the Services or Licensed Data to any third party, or publish or disclose Licensed Data in bulk;
(b) use the Services or Licensed Data to create any product, service, dataset or software that competes with DitchCarbon's products or services, or to build, enrich or validate a dataset of organisation emissions or sustainability information;
(c) use the Services or Licensed Data to train, fine-tune, evaluate or improve any machine-learning or artificial intelligence model;
(d) access the Web App by automated means (including scraping, crawling or scripted extraction) other than through the API as documented, or circumvent any rate limit, usage cap or access control;
(e) modify, adapt, alter, translate, or create derivative works of the API or Web App (Customer may combine Licensed Data with its own data to create Customer Outputs);
(f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the API or Web App, or conduct security or penetration testing of the Services without DitchCarbon's prior written agreement;
(g) remove or modify any copyright, trademark, or other proprietary notices contained in the Services or Licensed Data;
(h) use the Services or Licensed Data in any way that is illegal, fraudulent, or harmful to others;
(i) permit or enable access to the API or Web App by more than the number of Authorised Users specified in the applicable Order Form; or
(j) publish comparative benchmarks or performance tests of the Services without DitchCarbon's written consent.
6. Data and Usage Monitoring; Suspension
Data Transfer Limits and Monitoring: DitchCarbon may implement data transfer limits or usage caps based on the plan outlined in the Order Form. DitchCarbon reserves the right to monitor API and Web App usage to prevent abuse, unauthorised access, or activities that may threaten the security or stability of the platform.
Suspension of Access: In cases of suspected misuse, breach of security, non-compliance with Agreement terms, or non-payment under clause 7, DitchCarbon reserves the right to suspend Customer's access to the API and Web App in whole or part, subject to prior written notice unless emergency action is required to protect the Services, other customers or third parties. DitchCarbon will limit any suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved. Fees continue to accrue during a suspension caused by Customer.
7. Payment and Late Fees
Customer shall pay DitchCarbon the Fees specified in the applicable Order Form for the licence to access and use the Services. Fees are stated in pounds sterling and are exclusive of VAT and other applicable taxes, which Customer shall pay in addition. Unless the Order Form says otherwise, Fees are invoiced annually in advance. All payments are non-refundable except as expressly stated in this Agreement and due within 30 days of the invoice date. Payments not received by the due date will incur interest at 4% a year above the Bank of England base rate, or at the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998 if higher, from the due date until payment is received in full.
Disputed invoices: If Customer disputes an invoice in good faith it shall notify DitchCarbon in writing within 14 days of the invoice date, giving reasons, and shall pay the undisputed part by the due date. The parties will seek to resolve the dispute promptly.
Suspension for non-payment: If any undisputed sum remains unpaid more than 30 days after the due date, DitchCarbon may suspend access to the Services on 10 days' written notice until payment is received.
Renewal pricing: DitchCarbon may change the Fees for any Renewal Term by giving Customer written notice at least 60 days before the Renewal Term begins. If Customer does not accept the new Fees it may give notice of non-renewal under clause 12.1 before the current term ends.
8. Intellectual Property
DitchCarbon and its licensors retain all right, title, and interest in and to the Services and Licensed Data, including all intellectual property rights, database rights, and rights in methodologies, emission factors, models, organisation profiles, data quality scores and derived metrics. Customer acknowledges that the Services and Licensed Data are protected by copyright, the database right under the Copyright and Rights in Databases Regulations 1997 and other intellectual property laws. Except for the licence in clause 4, no rights are granted to Customer.
Customer Outputs: Customer owns Customer Outputs, except that DitchCarbon retains ownership of any Licensed Data incorporated in them and Customer's use of that Licensed Data remains governed by this Agreement.
Feedback: If Customer or its Authorised Users provide suggestions or feedback about the Services, DitchCarbon may use them without restriction or payment.
9. Use and Retention of Licensed Data
Use and storage during the Subscription Term: Customer may store Licensed Data in its internal systems, combine it with its own data and incorporate it in Customer Outputs for its internal business purposes. Customer shall not redistribute Licensed Data outside Customer, its permitted Affiliates and the recipients permitted by clause 4, and shall not use stored Licensed Data to substitute for the Services beyond what the Order Form permits (for example, by downloading the dataset to avoid renewing).
Third-party data: Some Licensed Data is licensed to DitchCarbon by third parties and may be subject to additional terms identified in the Documentation, which Customer agrees to comply with. DitchCarbon may modify or withdraw third-party data if its licence to that data changes, and will use reasonable efforts to give notice and to offer a substitute where available.
10. Nature of the Licensed Data; Customer's Responsibility for its Disclosures
10.1 What the Licensed Data is. Licensed Data consists of emissions and sustainability information that DitchCarbon compiles from public disclosures, third-party data providers, information supplied by organisations about themselves, and DitchCarbon's own models and emission factor methodologies, including spend-based estimates where supplier-specific data is not available. It is updated periodically and may be incomplete, estimated or out of date for any given organisation at any given time. Data quality scores, coverage indicators, maturity assessments, benchmarks, recommendations and forecasts are indicative tools to support Customer's judgement and are not guarantees of accuracy or of future outcomes.
10.2 Scope of verification. Any independent verification or assessment of DitchCarbon's calculator or methodologies relates to those methodologies and DitchCarbon's controls. It is not an assurance opinion on any figure Customer reports and does not replace any assurance Customer obtains over its own disclosures.
10.3 Customer's responsibility. Customer is responsible for its own emissions inventories, disclosures, regulatory filings, target submissions, procurement and investment decisions, and for obtaining any assurance those require. DitchCarbon does not provide legal, accounting, assurance or regulatory advice and does not warrant that any disclosure, filing or submission based on the Services will be accepted by any regulator, standard-setter, rating body, assurance provider or initiative.
10.4 Artificial intelligence. DitchCarbon uses machine-learning and language models to extract and structure information from public disclosures and from documents that organisations submit about themselves. Where a third-party model provider is used for this extraction, DitchCarbon sends only short excerpts of text, never a whole document, with no surrounding context and nothing that identifies the organisation the document relates to. Customer Data is never sent to a third-party model provider. Where the Services use a language model to work with Customer Data (for example, the in-app assistant), the model runs within DitchCarbon's own hosting environment under terms that prohibit the provider from training on or retaining that data. DitchCarbon does not use Customer Data to train its own or any third party's models. Outputs produced with the assistance of such models are subject to DitchCarbon's validation processes but may contain errors, and clause 10.1 applies to them.
10.5 Cooperation with assurance providers. On reasonable request and no more than once per Contract Year, DitchCarbon will make available to Customer's appointed assurance provider, under a written confidentiality undertaking, its methodology documentation, current verification and assessment reports, and reasonable responses to questions about how Licensed Data used by Customer was derived. This does not include source code, the identity of upstream data providers where DitchCarbon is contractually bound not to disclose them, or information about other customers. Additional assistance may be charged at DitchCarbon's then-current rates.
11. Confidentiality
11.1 Each party shall keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, and disclose it only to its employees, Affiliates, professional advisers and (in DitchCarbon's case) sub-processors who need to know it and are bound by confidentiality obligations no less protective than this clause.
11.2 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to the receiving party without restriction, is received from a third party entitled to disclose it, or is independently developed without use of the Confidential Information. A party may disclose Confidential Information where required by law, regulation, a court or a regulator, provided it gives the other party as much notice as is lawful and practicable.
11.3 These obligations continue for five years after termination, and indefinitely for trade secrets, including DitchCarbon's methodologies and emission factor derivations, and for personal data.
12. Term and Termination
12.1 Term. This Agreement starts on the Effective Date and continues for the initial term stated in the Order Form (or twelve months if none is stated) (the "Initial Term"). It then renews automatically for successive twelve-month periods (each a "Renewal Term") unless either party gives written notice of non-renewal at least 30 days before the end of the current term.
12.2 Termination for cause. Either party may terminate this Agreement for cause upon written notice if the other party (a) breaches any material term of this Agreement and, if the breach is capable of remedy, fails to remedy it within thirty days of written notice describing the breach; or (b) becomes insolvent, enters administration or liquidation, makes an arrangement with its creditors, or suffers any similar event in any jurisdiction. DitchCarbon may also terminate on written notice if Customer fails to pay undisputed Fees within 30 days of a written reminder.
12.3 Effect of termination. On expiry or termination: (a) all Fees due for the remainder of the current Subscription Term become payable, except where Customer terminates under clause 12.2 for DitchCarbon's uncured material breach, in which case DitchCarbon will refund prepaid Fees for the unused part of the term; (b) the licence in clause 4 ends; (c) each party shall return or destroy the other's Confidential Information, subject to clause 12.4 and to copies retained in routine backups or as required by law.
12.4 Licensed Data after termination. Customer shall stop accessing the Services and stop using Licensed Data for new calculations, analyses or decisions. Customer may retain (a) Customer Outputs created during the Subscription Term, and (b) copies of Licensed Data embedded in those outputs or in records Customer is required to keep for legal, regulatory, audit or assurance purposes, in each case subject to clauses 5 and 11, which continue to apply. Customer shall delete all other Licensed Data within 60 days and confirm deletion in writing on request.
12.5 Customer Data after termination. For 30 days after termination DitchCarbon will make Customer Data available for export in a standard format on request. DitchCarbon will then delete Customer Data within 90 days, except for copies in routine backups (deleted in the ordinary cycle) and information DitchCarbon must retain by law, and except that data an organisation has published about itself through the Services remains governed by the Supplier and Free Services Terms.
12.6 Survival. Clauses 1, 2.2, 2.3, 5, 7 (as to accrued Fees), 8, 9, 10, 11, 12.3 to 12.6, 14, 15, 16, 18, 22.2 and 23 survive termination.
13. Promotion and Publicity
DitchCarbon may identify Customer as a customer by name and logo on its website and in sales materials, in line with any brand guidelines Customer provides. Customer may withdraw this permission at any time by written notice. Any case study, quotation or press release requires Customer's prior written approval, which will not be unreasonably withheld.
14. Warranties and Disclaimer
14.1 Mutual. Each party warrants that it has full power and authority to enter into and perform this Agreement.
14.2 DitchCarbon. DitchCarbon warrants that it will provide the Services with reasonable skill and care and that the Services will perform materially in accordance with the Documentation. If the Services do not, Customer's sole remedy is for DitchCarbon to correct the non-conformity within a reasonable time or, if it cannot, for Customer to terminate the affected Service and receive a pro rata refund of prepaid Fees for the remaining Subscription Term.
14.3 Customer. Customer warrants that it has all rights and consents needed to provide Customer Data to DitchCarbon and to grant the licence in clause 2.1, and that its use of the Services will comply with applicable law.
14.4 Exclusion. Except as expressly stated in this Agreement, all warranties, conditions and other terms implied by statute or common law, including as to satisfactory quality, fitness for a particular purpose and non-infringement, are excluded to the fullest extent permitted by law. DitchCarbon does not warrant that the Services will be uninterrupted or error-free, or that Licensed Data is complete or accurate for any particular organisation (see clause 10).
15. Limitation of Liability
15.1 Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded.
15.2 Subject to clause 15.1, in no event shall either party be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
15.3 Subject to clauses 15.1 and 15.2, each party's total aggregate liability arising out of or in connection with this Agreement in any Contract Year is limited to 100% of the Fees paid and payable by Customer under the relevant Order Form in that Contract Year. "Contract Year" means each twelve-month period from the Effective Date.
15.4 The cap in clause 15.3 does not apply to Customer's obligation to pay Fees, to either party's breach of clause 11 (Confidentiality), to Customer's breach of clause 5 (Licence Restrictions), or to the indemnities in clause 16. For clarity, liability for breach of clause 2 (Data Protection) and the DPA is within the cap in clause 15.3.
15.5 Customer acknowledges that the Fees reflect the allocation of risk in this Agreement and that DitchCarbon would not provide the Services on these terms without these limitations.
16. Indemnities
16.1 By Customer. Customer shall indemnify DitchCarbon against all losses, damages, liabilities and reasonable costs (including legal fees) arising from any third-party claim (a) that Customer Data, or Customer's use of the Services in breach of this Agreement, infringes a third party's rights or breaches applicable law, or (b) relating to Customer's disclosures, filings, submissions or decisions made using the Services.
16.2 By DitchCarbon. DitchCarbon shall defend Customer against any third-party claim that the Services, used in accordance with this Agreement, infringe a United Kingdom or European Union patent, copyright, database right or trade mark, and shall pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, third-party data, combination of the Services with items not supplied by DitchCarbon, or use after DitchCarbon has offered a non-infringing alternative. If such a claim is made or likely, DitchCarbon may procure the right for Customer to continue, modify the Services so they are non-infringing, or terminate the affected Service and refund prepaid Fees for the remaining Subscription Term. This clause states Customer's exclusive remedy for infringement.
16.3 Conditions. Each indemnity is conditional on the indemnified party giving prompt written notice of the claim, allowing the indemnifying party sole control of the defence and settlement (provided no settlement imposes obligations on the indemnified party without its consent), and providing reasonable cooperation at the indemnifying party's expense.
17. Changes to the Services; Support
17.1 DitchCarbon may improve or modify the Services and may retire API versions and endpoints. DitchCarbon will give at least 90 days' notice of a change that removes material functionality or breaks a documented API in a way that requires Customer to change its integration, except where a shorter period is needed for security or legal reasons.
17.2 Support is provided by email to support@ditchcarbon.com during UK business hours. Any service level or response time commitments are as set out in the Order Form. Planned maintenance will be notified via DitchCarbon's status page.
18. Governing Law and Jurisdiction
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England and Wales have exclusive jurisdiction, except that DitchCarbon may seek injunctive or other urgent relief to protect its intellectual property or Confidential Information in any court of competent jurisdiction.
19. Entire Agreement
This Agreement, including any applicable Order Forms, the DPA and the Documentation, constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings, written or oral, regarding its subject matter. Each party acknowledges that it has not relied on any statement, representation or warranty not set out in this Agreement. Nothing in this clause limits liability for fraud.
20. Amendments
An Order Form may be amended only in writing signed by both parties. DitchCarbon may update these Customer Terms, the DPA and the Documentation from time to time by publishing a new version with a new version number and giving Customer at least 30 days' notice by email or in the Web App. Updates apply to Customer from the start of its next Renewal Term, or earlier where required by law or where the update does not materially reduce Customer's rights. If an update materially reduces Customer's rights and Customer objects in writing before it takes effect, the previous version continues to apply until the end of the current Subscription Term.
21. Assignment and Subcontracting
Neither party may assign or transfer this Agreement or any of its rights without the other party's prior written consent, not to be unreasonably withheld, except that either party may assign it on notice to an Affiliate or to a successor to all or substantially all of its business or assets to which this Agreement relates. DitchCarbon may subcontract its obligations but remains responsible for its subcontractors' performance.
22. Partners and Consultants
22.1 Where Customer is a consultant, adviser or reseller using the Services to deliver services to its own clients ("Clients"), Customer is the customer of record and remains responsible for all use of the Services under its Order Form. Customer may use the Services and Licensed Data only for the Clients named in the Order Form, and may give Clients access only as Authorised Users within the limits of the Order Form.
22.2 Customer shall ensure each Client is bound by written terms no less protective of DitchCarbon than clauses 5, 8, 9, 10 and 11, and is liable to DitchCarbon for its Clients' compliance. Customer shall not deliver Licensed Data to Clients in bulk or as a dataset, sublicense the Services, or present the Services as its own or under another brand without DitchCarbon's prior written consent.
22.3 DitchCarbon may contact Clients directly for security, legal or service notices. When Customer's engagement with a Client ends, Customer shall remove the Client's Authorised Users and clause 12.4 applies to Licensed Data held by that Client.
23. Waiver and General
Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
Severability: If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary and the rest of the Agreement remains in force.
Force majeure: Neither party is liable for failure or delay caused by events beyond its reasonable control, provided it notifies the other and uses reasonable efforts to mitigate. This does not excuse payment obligations. If such an event continues for more than 60 days, either party may terminate the affected Order Form on written notice.
Notices: Notices must be in writing and sent by email to the addresses in the Order Form (for DitchCarbon, enquiries@ditchcarbon.com) and are deemed received on the next business day after sending, absent a delivery failure notification.
Third-party rights: No person other than the parties and their permitted assignees has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.
Relationship: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency.
Compliance: Each party shall comply with applicable anti-bribery, sanctions and export control laws, including the Bribery Act 2010, in connection with this Agreement.
Non-solicitation: During the Subscription Term and for twelve months after, neither party shall directly solicit for employment any employee of the other who was materially involved in this Agreement, excluding responses to general advertisements.
Counterparts: Order Forms may be signed electronically and in counterparts.
Part B: Website Terms
These Website Terms apply to everyone who visits or uses ditchcarbon.com and any DitchCarbon web page (the "Site"). The Site is operated by Ditch Carbon Ltd, trading as DitchCarbon, company number 13487671, registered in England and Wales, registered office 167-169 Great Portland Street, London W1W 5PF. Paying customers are also governed by the Customer Terms and their Order Form; organisations that claim a profile or use free services are also governed by the Supplier and Free Services Terms. If there is a conflict, those documents prevail over these Website Terms for the matters they cover.
1. Site content is information, not advice
Guides, blog posts, industry benchmarks, methodology pages, FAQs and other content on the Site are general information about Scope 3 emissions and related topics. They are not legal, accounting, assurance or regulatory advice and should not be relied on as such. Content may be updated or removed at any time. DitchCarbon does not warrant that Site content is complete, accurate or current.
2. Acceptable use
You may not: use the Site in any way that breaks the law or infringes anyone's rights; attempt to gain unauthorised access to the Site, its servers or connected systems; introduce malicious code; interfere with the Site's operation; or impersonate any person or organisation. DitchCarbon may enforce these terms by technical means, including rate limits, robots directives and blocking, and may suspend or withdraw access to the Site at any time.
3. Publicly Available Organisation Profiles
3.1 The organisation pages made publicly available on DitchCarbon's website (e.g., https://ditchcarbon.com/organizations/<organization-name>) ("Public Profiles") may be accessed, viewed, and quoted by any user, including AI systems or agents, for the purpose of referencing specific data points or facts.
3.2 If any excerpt or summary of a Public Profile is used, the user must include a visible attribution that clearly links to the original Public Profile URL on the DitchCarbon site. For example: "Source: DitchCarbon – <URL>".
3.3 Notwithstanding clause 3.2, users are strictly prohibited from:
a. Crawling, aggregating or harvesting large volumes of Public Profiles or systematically collecting data from multiple such profiles (e.g., "all companies' emissions data") for resale, redistribution, or use as a dataset;
b. Using Public Profiles as part of a commercial dataset or service (including for training, fine-tuning or evaluating an AI or machine-learning model) without a separate data-licensing agreement with DitchCarbon;
c. Republishing a bulk compilation of Public Profile data as a standalone product or feed, even if attribution is given.
3.4 All other content on the Site, including guides, benchmarks, methodology pages and industry data, is owned by DitchCarbon or its licensors and protected by copyright, database right and other intellectual property laws. You may read it and quote short excerpts with attribution and a link to the source page. You may not scrape, harvest or systematically collect it, republish it in bulk, or use it to train, fine-tune or evaluate a machine-learning model, without a written licence from DitchCarbon.
3.5 DitchCarbon reserves the right to withdraw, modify or relocate any Public Profile at any time, and any user's access or usage licence under this clause may be revoked in the event of breach of attribution obligations or prohibited bulk usage.
3.6 To request a bulk-use licence for Public Profiles (including for model-training or data-service use), contact DitchCarbon at sales@ditchcarbon.com for terms and pricing.
3.7 How Public Profiles are compiled. Public Profiles are compiled from public disclosures, third-party data providers, information organisations supply about themselves, and DitchCarbon's models and emission factor methodologies, including estimates where reported data is not available. Each figure shows its source and date. Profiles are updated periodically and may be incomplete or out of date. DitchCarbon does not make findings about any organisation's legal compliance or conduct. If you represent an organisation and believe a figure on its Public Profile is wrong, see clause 4.
4. Corrections and complaints about a Public Profile
An organisation may correct information on its Public Profile by claiming the profile (free) or by writing to enquiries@ditchcarbon.com with the URL, the figure in question, the correction and supporting evidence. DitchCarbon will acknowledge within five business days, review the evidence, correct demonstrable errors, and label a figure as disputed while a dispute remains open. DitchCarbon is not obliged to remove information accurately reproduced from a public source, but will show the source alongside any correction the organisation provides.
5. Trade marks, links and liability
DitchCarbon, DitchSurvey and the DitchCarbon logo are trade marks of Ditch Carbon Ltd and may not be used without written permission except for attribution under clause 3. Links to third-party sites are provided for convenience; DitchCarbon is not responsible for their content. To the fullest extent permitted by law, DitchCarbon excludes liability for any loss arising from use of, or reliance on, the Site or its content, except that nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be limited. If you are a consumer, nothing in these terms affects your statutory rights.
6. Changes, law and contact
DitchCarbon may update these Website Terms by publishing a new version with a new version number. These terms are governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction, except that if you are a consumer resident elsewhere in the UK you may bring proceedings in your local courts. Contact: enquiries@ditchcarbon.com.
Part C: Supplier and Free Services Terms
These terms apply when you claim or manage an organisation profile on DitchCarbon, upload documents or data about your organisation, use the survey responder, request a free API key (including for SBTi target data), or use any other DitchCarbon service that is provided free of charge (together, the "Free Services"). They are between Ditch Carbon Ltd, trading as DitchCarbon (company number 13487671, England and Wales), and the organisation you represent ("you"). If your organisation also has an Order Form, the Customer Terms govern the paid Services and these terms govern the Free Services. You accept these terms by ticking the acceptance box, by claiming a profile, or by using a Free Service.
1. Authority
You confirm that you are employed by, or otherwise authorised to act for, the organisation whose profile you claim or on whose behalf you use the Free Services, and that you will tell us if that stops being true. We may verify authority (for example by business email domain) and may remove, suspend or reassign a claim if we reasonably believe it was made without authority.
2. Your Content
2.1 You keep ownership of documents, data and answers you upload, enter or publish through the Free Services ("Your Content").
2.2 You grant DitchCarbon a worldwide, royalty-free, non-exclusive licence to host, copy, process, extract and structure data from, display and distribute Your Content and information derived from it: (a) on your organisation's profile; (b) within the Services to buyers, investors, and other users who request or view information about your organisation; and (c) as part of the DitchCarbon dataset made available to DitchCarbon's customers. This licence continues after you stop using the Free Services for information already incorporated in the dataset or in customers' records, but you may ask us to remove Your Content from your public profile at any time.
2.3 You confirm that Your Content is accurate to the best of your knowledge, that you have the right to share it with DitchCarbon and its users, and that sharing it does not breach any third party's rights or terms, including the terms of any rating, scorecard, certificate or report you upload. You are responsible for complying with those third-party terms.
2.4 DitchCarbon may decline to publish, or may remove, Your Content that it reasonably considers inaccurate, misleading, unlawful, infringing or outside the purpose of the Services.
3. Public source information and corrections
Your organisation's profile may include information DitchCarbon compiled from public disclosures, third-party data providers and its own models before you claimed it. Each figure shows its source and date. You may correct information through the Services or by contacting us; we will review corrections promptly and, where public source data and Your Content conflict, may show both with their sources. DitchCarbon does not make findings about any organisation's legal compliance or conduct.
4. Sharing and visibility
Information you publish on your profile, including answers to standard questions ("context answers"), may be shown to any logged-in user from another organisation and, where you mark it public, to visitors to the Site. Information you mark as restricted is shown only to the organisations you select. You control what you publish and to whom, and you can change visibility settings at any time; changes take effect going forward and do not recall information already provided to a recipient.
5. Survey responder
When you forward or upload a questionnaire, DitchCarbon prepares draft answers from your profile data and Your Content, using automated tools and, where needed, analyst review. You review, edit and approve every response before it is submitted or exported. DitchCarbon does not submit anything to a third party without your approval. You are responsible for the content of each submission and for complying with the requesting party's terms. DitchCarbon is not responsible for the outcome of any assessment, rating, score or procurement decision.
6. Free API access
Free API keys (including for SBTi target data) are issued to your organisation and may not be shared outside it. Data returned may be used for your organisation's internal purposes and may not be redistributed, resold, published in bulk, or used to build or enrich a dataset or to train a machine-learning model. Where the data originates from a third party, you must comply with any additional terms identified in the Documentation. DitchCarbon may apply rate limits and may revoke a key for breach.
7. Nature of Free Services
Free Services are provided as is and as available, without warranty, support or availability commitments. DitchCarbon may change, rate-limit, suspend or withdraw any Free Service or any part of it at any time. Emissions figures, data quality scores, benchmarks, evaluations and recommendations are indicative and may be estimated, incomplete or out of date. They are not legal, accounting, assurance or regulatory advice.
8. Data protection and confidentiality
Personal data you provide (typically your business contact details) is processed as described in DitchCarbon's Privacy Policy and by the sub-processors listed in Schedule 1. Information you mark as restricted is treated as confidential and disclosed only to the organisations you select and to DitchCarbon's sub-processors and personnel bound by confidentiality obligations. Where DitchCarbon uses a third-party model provider to extract data from Your Content, it sends only short excerpts with no surrounding context and nothing that identifies your organisation, and never for the purpose of training the provider's models.
9. Liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited. Subject to that, DitchCarbon is not liable for any loss of profit, revenue, business or goodwill or any indirect or consequential loss, and DitchCarbon's total liability in connection with the Free Services is limited to £100. You shall indemnify DitchCarbon against third-party claims arising from Your Content or from your breach of these terms.
10. Term, changes, law
These terms apply for as long as your organisation has a claimed profile or uses a Free Service. You may stop at any time by unclaiming the profile or ceasing use; clause 2.2 continues as stated. DitchCarbon may update these terms by publishing a new version with a new version number and notifying claimed-profile holders by email; continued use after the effective date is acceptance. These terms are governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction. Contact: enquiries@ditchcarbon.com.
These Terms and Conditions are version v260903.5. Previous versions are available on request.
Schedule 1: Sub-processors
Effective 1 January 2026. DitchCarbon gives customers 30 days' notice before adding or replacing a sub-processor. All vendors below are engaged under signed standard data processing terms.
Infrastructure and hosting
| Sub-processor | Purpose | Personal data | Processing location |
|---|---|---|---|
| Google Cloud EMEA Limited | Application hosting, primary database, cache and queues, secrets management | All customer account and platform data | Frankfurt, Germany (europe-west3) |
| Cloudflare, Inc. | Object storage for uploaded documents, CDN, bot protection, AI gateway | Uploaded documents, IP addresses | EU / global edge |
| Amazon Web Services EMEA SARL | Object storage, subscription metering | Uploaded files, billing metering data | EU |
AI processing
Third-party model providers receive short excerpts of text, never whole documents, with no surrounding context and nothing that identifies the organisation the document relates to. Customer Data is not sent to any third-party model provider (see Part A clause 10.4).
| Sub-processor | Purpose | Personal data |
|---|---|---|
| Google Cloud EMEA Limited (Vertex AI / Gemini) | Document extraction, embeddings, in-app assistant | Document excerpts, in-app assistant prompts and chat. Runs within DitchCarbon's Google Cloud environment (Frankfurt); not used for model training |
| OpenAI Ireland Limited | Language model processing for data extraction | None. Receives short text excerpts from public disclosures and supplier-submitted documents only, with no organisation identifiers and no surrounding context. No Customer Data |
| Microsoft Ireland Operations Limited (Azure OpenAI) | Language model processing for data extraction | None. Receives short text excerpts from public disclosures and supplier-submitted documents only, with no organisation identifiers and no surrounding context. No Customer Data |
Communications and support
| Sub-processor | Purpose | Personal data |
|---|---|---|
| AC PM, LLC (Postmark) | Transactional email | Name, email address, message content |
| Intercom R&D Unlimited Company | In-app support chat | Name, email, company, conversations |
| Slack Technologies Limited | Internal notifications for comments, mentions and access requests | Names, emails, comment content |
| Google Cloud EMEA Limited (Workspace / Gmail API) | Supplier survey inbox processing | Supplier email addresses and content |
Monitoring, analytics and marketing
| Sub-processor | Purpose | Personal data |
|---|---|---|
| Functional Software, Inc. (Sentry) | Error and performance monitoring | User identifiers, request context, stack traces |
| Raintank, Inc. (Grafana Labs) | Metrics and dashboards | Operational telemetry |
| ReadMe, Inc. | Public API usage metrics | API key identity, request metadata |
| Microsoft Corporation (Clarity) | Web session analytics (input fields masked) | Session behaviour, IP address |
| Google LLC (Analytics 4, Tag Manager) | Web analytics | IP address, device and usage data |
| HubSpot, Inc. | CRM, forms, marketing tracking | Name, email, company, form submissions |
| Webflow, Inc. | Marketing site hosting and forms | Form submissions, visitor data |
| Notion Labs, Inc. | Internal documentation and issue tracking | Customer contact details where referenced |
Assets loaded in the browser
| Sub-processor | Purpose | Personal data |
|---|---|---|
| Simple Casual, LLC (Logo.dev) | Company logo images | None (domain lookups only) |
| Automattic Inc. (Gravatar) | Profile avatars | Hashed email address |
