These Service-Specific Terms ("Service Terms") apply to the data processing services ("Services") provided by Zeroe Software Solutions Ltd. ("Zeroe") to the customer ("Customer") as part of the agreement (the "Agreement") for use of Zeroe's enterprise data processing services designed for carbon and ESG reporting. These terms are subject to the terms and conditions of the Master Subscription Agreement (MSA) previously executed by the parties. In case of any conflict between the terms of this document and the MSA, the terms of the MSA shall prevail unless expressly stated otherwise in these Service Terms.
1. Scope of Services
Zeroe provides advanced data processing services to manage and analyze large datasets for carbon and ESG reporting. These Services include but are not limited to data aggregation, reporting, and analysis, as further described in the Order Form or Statement of Work ("SOW"). These services are designed to aid the Customer in carbon footprint analysis and environmental, social, and governance (ESG) reporting.
2. Customer Data Responsibility
Data Input: Customer acknowledges that they are solely responsible for the accuracy, quality, and legality of all data provided ("Customer Data") to Zeroe for processing under these Services. Zeroe does not verify, validate, or assume any liability for the data input by Customer into the system.
Customer's Obligations: Customer must ensure that any data provided is done in compliance with all applicable laws, regulations, and industry standards, and does not violate any intellectual property rights, privacy rights, or any other third-party rights.
3. Liability for Data Input
Zeroe's Limitation of Liability: Zeroe shall not be liable for any inaccuracies, errors, or omissions in the Customer Data. Zeroe's liability is expressly limited to the performance of the Services as outlined in the SOW, and any errors that occur in the processing of data resulting from incorrect or incomplete Customer input shall not be deemed a breach of Zeroe's obligations.
Indemnification: The Customer agrees to indemnify, defend, and hold harmless Zeroe, its affiliates, employees, and agents against any claims, losses, damages, or expenses arising from the Customer's provision of inaccurate or illegal data, or from the Customer's failure to ensure that the data is done in compliance with applicable laws related to the data input into Zeroe's system.
4. Data Security
Zeroe will process the Customer Data in accordance with its Security Policy (Exhibit A-3), ensuring appropriate security controls and measures to prevent unauthorized access, loss, or alteration of Customer Data during the data processing operations.
5. Support and Maintenance
Zeroe will provide support for the Services under the terms specified in the Support and Maintenance Policy (Exhibit A-1). However, support does not extend to issues arising from incorrect or incomplete data input by the Customer, which are outside of the scope of Zeroe's responsibilities.
6. Data Ownership
Ownership of Customer Data: Customer retains full ownership of all Customer Data submitted to Zeroe for processing. Zeroe is granted a limited, non-exclusive, and non-transferable license to use, process, and store the Customer Data solely for the purpose of providing the Services.
Data Deletion: Upon termination of the Agreement or upon Customer's request, Zeroe will promptly delete all Customer Data from its systems, except as required to comply with legal obligations or to resolve any ongoing disputes.
7. Termination for Cause
Zeroe reserves the right to terminate the provision of Services immediately if the Customer provides data that violates any legal regulations or infringes upon third-party rights, or if the Customer otherwise breaches any part of these Service Terms.
8. Miscellaneous
Governing Law: The terms of this Agreement shall be governed by the laws of the jurisdiction specified in the MSA. Any disputes arising out of or relating to these Service Terms will be resolved in accordance with the dispute resolution procedures outlined in the MSA.
Amendments: These Service Terms may only be amended by mutual written agreement of the parties.