These Terms of Use (“TOU”) apply to your access and use of Px3 Ltd’s applications that you purchase or sign up for on Px3 Ltd’s websites and which are branded as “Px3 Ltd”. You agree to these Terms by using the Services.
Our Customers
Our paid Services are built for, and intended for purchase and use by sole practitioners, entities and organisations for business and professional purposes, and are not intended for use by consumers for personal, family, or household use. When using the Services on behalf of an organisation, you agree to these Terms on behalf of that organisation and you represent that you have the authority to do so. In such cases, “you” and “your” will refer to that organisation.
Our Services
Services are the applications developed and offered by Px3 Ltd to drive climate action via sustainable IT.
This currently includes:
1. Fees and Payments1.1 Fees for Services
You agree to pay us for our Services and these payments are non-refundable.
You agree to pay to Px3 Ltd any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service at the time of your purchase and such fees may be updated from time to time in accordance with Section 1.4 below. Where applicable, you will be billed using the billing method you select. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Px3 Ltd of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
1.2 Subscriptions
For our paid Services, we bill automatically on a regular annual cadence. You may cancel your subscription at any time.
Our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page. YOU MAY CANCEL AUTO-RENEWAL ON YOUR SUBSCRIPTION AT ANY TIME, IN WHICH CASE YOUR SUBSCRIPTION WILL CONTINUE UNTIL THE END OF THAT BILLING CYCLE BEFORE TERMINATING.When you cancel your Subscription, you will be able to access the Service until the end of that billing cycle. Thereafter, you will no longer have access to the Service for that Subscription. Where you have no active Subscription, your account becomes a Px3 Ltd (free) plan with access to the Px3 EUC Estimator application only. To close your account and terminate your contract with us, please see Section 6.1 below.
1.3 Taxes
Taxes are your responsibility.
Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated or required by applicable law. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.(a) Non-United States Sales Tax. If applicable, we will charge you VAT or any other sales, consumption or use taxes that arise in connection with your purchases of Px3 Ltd Services unless you provide us with a tax identification number that entitles you to an exemption, a valid tax exemption certificate or other documentary proof issued by an appropriate taxing authority that tax should not be charged. If you are located in a jurisdiction with multiple sales, consumption or use taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate.
1.4 Price Changes
Changes in fees will only be effective at the end of a current billing cycle of your Subscription and we will provide you with notice. If you don't agree to the fee change, you may cancel your Subscription before the change takes effect.
Px3 Ltd may change the fees charged to you for the Services at any time, provided that, for Subscriptions, the change will become effective only at the end of the then-current billing cycle of your Subscription. Px3 Ltd will provide you with advance notice to review any change in fees. If you do not agree to the change in fees, you may cancel your Subscription before the change takes effect. See Section 1.2 for cancelling your Subscription.
1.5 Report Overage Fees
Each Px3 End User Computing Carbon Footprint Calculator Subscription comes with a set limit of reports you are able to calculate and/or model within each billing cycle without incurring overage fees. The limit is 12 reports per Px3 End User Computing Carbon Footprint Calculator Subscription. The Overage Fee is currently £199 (exc. taxes) per additional report.
The limitation is to ensure that the end user customer focused tools are not misused by 3rd party intermediaries conducting reports for multiple organisations using a single Subscription. If you exceed your paid Subscription report limit during a billing cycle, there is an additional charge per report (“Overage Fees”). The Overage Fee is currently £199 (exc. taxes) per additional report. You agree that unused reports do not rollover. Unless otherwise stated, any Overage Fees incurred by you will be billed in arrears, charged to your payment method on file at the start of your next billing cycle. Overage Fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay Overage Fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service subject to applicable law.Please note that the Px3 End User Computing Carbon Footprint Estimator and Px3 Dynamic Carbon Footprint are not subject to limited numbers of reports per billing period and are therefore not subject to Overage Fees.
2. Privacy
You can trust us with your Content and personal data.
2.1 Privacy and GDPR
Px3 ltd was formed in 2017 and is a registered company in England and Wales, registration number 10958287.
The EU General Data Protection Regulation (GDPR) is a significant piece of legislation which came into force in May 2018. It builds on existing data protection laws, strengthening the rights that individuals have over their personal data, and creating a single data protection approach across Europe.
Our GDPR Principles are:• Data is processed fairly, lawfully and transparently• Data is processed only for specified and explicit purposes• Processed data is adequate, relevant and not excessive• Processed data is accurate and, where necessary, kept up to date• Data is not kept longer than necessary• Data is processed in accordance with an individual's consent and rights• Data is kept secure• Data is only shared with any third parties with the owner's permission
Px3 also processes data to comply with the eight principles of the UK Data Protection Act 2018.
2.2 How we use Data
Px3 uses contact data (email and telephone numbers) for marketing (newsletters, event invitations etc.) and operational (sales, projects, commercial etc.) reasons. We also retain email addresses and passwords for secure access to our systems such as our free and paid subscription applications. We store the following information when you become a client and/or access our systems.
Account Information: This is the information required to create an account on our system and allow us to identify you and provide you with services. It will include your name, address and contact information.
In general we hold Account Information and email addresses for 7 years from the date of your last engagement with us or system use. Your personal information will only be shared with any third party A) with your permission and B) as required to provide a service or other engagement with your agreement or at your request. As required by UK and European data protection laws we take all reasonable precautions to secure your data and restrict access to those staff with a need to access it. Px3 conducts an annual independent security assessment through the Cyber Essentials programme and has been Cyber Essentials certified since 2020. We also store our clients' email addresses in our Sales Database which is username and password protected. This data is used by Px3 staff only. We use this to send out important news and information to our clients. You have the right to view the data we hold about you at any time. All marketing and similar email communications from Px3 will include the option to opt out from any further communication of this nature. On receipt of an “Opt Out” response Px3 will ensure that only essential emails and communications (e.g. regarding account administration or systems) are issued to the recipient.
2.3 Content
Your ‘Content’ means the reports you create via our End User Computing Carbon Footprint Calculator. Reports created and/or downloaded using End User Computing Carbon Estimator or the Dynamic Carbon Footprint application do not constitute Content and will not be stored by Px3.
3. Px3 Ltd IP
What's ours is ours, including any feedback you may submit to us.
Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services. These Terms do not grant you any right to use Px3 Ltd's trademarks or other brand elements. If you submit any feedback or suggestions to us regarding our Services, we may use and share them for any purpose without any compensation or obligation to you.
4. Third Party Resources
Px3 Ltd may publish links in its Services to internet websites maintained by third parties. Px3 Ltd does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
5. Account Management
We work hard to keep your account secure. You need to create a customer account with a secure password to use our Services. Don't share passwords.
5.1 Keep Your Password Secure
If you have been issued an account by Px3 Ltd in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Px3 Ltd, are responsible for any activity occurring in your account (other than activity that Px3 Ltd is directly responsible for which is not performed in accordance with your instructions), whether or not you authorised that activity. If you become aware of any unauthorised access to your account, you should notify Px3 Ltd immediately. Accounts may not be shared and may only be used by one individual per account.
5.2 Keep Your Email and Account Details Accurate
Px3 Ltd occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. You warrant the accuracy of your account details.
5.3 Remember to Backup
You are responsible for maintaining, protecting, and making backups of any reports you generate using our services. To the maximum extent permitted by applicable law, Px3 Ltd will not be liable for any failure to store, or for loss or corruption of, your generated content.
5.4 Account Inactivity
Px3 Ltd may close your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. Where appropriate, we will attempt to warn you by email before closing your account due to inactivity to provide you with an opportunity to log in to your account so that it remains active.
6. Suspension, Account Closure, and Termination of Services
Here is how you can close your account with us and how we may suspend or disable your account and/or terminate the Services.
6.1 By You
You can cancel your Subscription immediately through your account management page. We do not offer refunds except under very limited circumstances.
When you close your account, your Subscription will automatically be cancelled, your Services will be terminated, and you will no longer be able to access your account to use the Services and your Content will be deleted in accordance with our data retention policy and these TOU. You can obtain a copy of your Content from the relevant Service(s) before closing your account, subject to applicable law and policies. Alternatively, you can delete your Content yourself proactively prior to cancelling a Subscription and closing your account. If you would like to cancel your Subscription without closing your account, see Section 1.2 for further information.
When you close your account, we will provide you with confirmation of account closure and Subscription cancellation, and you will not be charged again for that Subscription unless you open a new account and purchase a new Subscription. If you cancel a Subscription in the middle of a billing cycle, you will not receive a refund unless you are cancelling for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Services, collected responses, and/or downloaded your responses unless the termination is due to our material, uncured breach or a refund is required by law.
Nothing in this Section 6.1 shall exclude or limit any rights which you may have if you are considered a consumer in your country of residence. For example, if you qualify as a consumer in the European Union you may have certain refund and withdrawal rights as described in our European Union Subscription Cancellation Policy. You may also have a right of refund or a right to terminate in respect of the EU Legal Warranty.
6.2 By Px3 Ltd
(a) For Convenience. Px3 Ltd may cancel your Subscription and terminate the Services effective at the end of a billing cycle by providing at least 30 days' prior written notice to you without refund for any prior period. Additionally, Px3 Ltd may cancel your Subscription and terminate the Services at any time during the billing cycle by providing at least 90 days' written notice to you and will provide a pro rata refund for any period of time you did not use the relevant Service(s) in that billing cycle.(b) For Cause. Px3 Ltd may limit, disable, suspend and/or cancel your Subscription and terminate the Services and/or close your account for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Px3 Ltd has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; (c) you fail to pay fees for 30 days past the due date; (d) you use the Services in a way that causes legal liability to us or disrupts others' use of the Services; (e) if we are investigating suspected misconduct by you, including illegal activity; or (f) we are required to do so to comply with applicable law. If we limit, disable, suspend and/or cancel your Subscription and/or terminate the Services, depending upon the reason, we will, where possible, endeavour to give you advance notice and an opportunity to obtain a copy of your Content from that Service. However, there may be time sensitive situations where Px3 Ltd may decide that we need to take immediate action without notice. Px3 Ltd will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Except as set out in our Privacy Notice, and as may be required under applicable law, Px3 Ltd has no obligation to retain your Content upon closure of your account.
7. Changes and Updates
We may update these Terms. If the updates are significant, we will notify you that changes are coming. If you continue to use our Services after we give you a heads up, then you are agreeing to the updated Terms.
7.1 Changes to Terms
Px3 Ltd may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality, for security or to prevent abuse or harm. The most current version will always be posted on the Px3 Ltd website. If an amendment is material, Px3 Ltd will notify you in advance by email to provide you the opportunity to review the changes. Notice of amendments may also be posted upon your login to your account. Except as otherwise specified by us, changes will be effective no sooner than the day they are publicly posted. Once our new terms are effective, if you continue to use the Services, you indicate your agreement to be bound by the updated terms. If you do not agree to any changes made to the terms for a Service, you should stop using that Service and you may close your account with us in accordance with Section 6.1 above.
7.2 Changes to Services
We are always looking to innovate and make our Services better, so they may change.
Px3 Ltd constantly changes and improves the Services. Px3 Ltd may add, alter, or remove functionality from a Service it provides to you at any time without prior notice, except as may be required by applicable law. Px3 Ltd may also limit, suspend, or discontinue a Service provided to you at its discretion. If Px3 Ltd discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Service. Px3 Ltd may remove content from the Services it provides you at any time in our sole discretion, although we will endeavour to notify you before we do that if it materially impacts you and if practicable under the circumstances.
7.3 Downgrades
Downgrading your account plan (changing your Subscription type, or cancelling a Subscription and downgrading to our Px3 Basic (free) plan) may cause the loss of Content, features, functionality, or capacity of your account.
7.4 Basic (Free) Plan Response Limits
Any Content not applicable to your Px3 Basic (free) plan will not be viewable and will be deleted after 60 days unless you upgrade to a Px3 paid plan to view and keep content before they are deleted.
8. Disclaimers, Limitations of Liability, and Indemnification
Our Services will perform and function as described in these Terms.
8.1 Disclaimers
While it is in Px3 Ltd's interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY GUIDANCE OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND Px3 Ltd DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
8.2 Exclusion of Certain Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, Px3 Ltd (INCLUDING ITS AFFILIATES AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF Px3 Ltd HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.3 Limitation of Liability
In the event of a dispute, we won't owe more than the amount you've paid or should have paid in the previous 12 months for the Services or £200, whichever is less.TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF Px3 Ltd (INCLUDING ITS AFFILIATES AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO Px3 Ltd FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) GBP£200.00.
While our Services are meant for business purposes, we acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer using our Services primarily for non-business purposes (such as personal use of our Px3 Basic (free) plan), nothing in these Terms limits those consumer rights.
9. Contracting Entity
You are contracting with Px3 Ltd (Companies House Registration, 10958287)
10. Customer Lists
We can use your name, logo, and description of how you use our Services on our website, in earnings calls, and in marketing and promotional materials. Px3 Ltd may identify you by name and logo as a customer of the Services on our websites and on other promotional materials.