Master Services Agreement

This Master Services Agreement governs the subscription to and use of the Sustainify AI platform provided by Codedevza AI Ltd. It applies to all current and future engagements between Codedevza AI Ltd and the subscribing organisation and forms the primary commercial and legal framework for the relationship.

1. Parties

Provider: Codedevza AI Ltd A company registered in England and Wales Company Number: 16485057 ICO Registration: ZB905842 Registered Office: Covent Garden, London, United Kingdom Email: hello@sustainifyai.co.uk Website: https://sustainifyai.co.uk Referred to throughout as Codedevza AI.

Client: The organisation subscribing to the Sustainify AI platform, referred to throughout as the Client.

2. About Sustainify AI

Sustainify AI is a cloud-based carbon accounting, ESG reporting and sustainability management platform owned and operated by Codedevza AI Ltd. The platform provides:

Scope 1, 2 and 3 emissions tracking and calculation
ESG reporting across SECR, CSRD, SFDR, BREEAM, EcoVadis and B Corp frameworks
Financial analysis, savings scenarios and carbon pricing
Targets, strategies and reduction planning
Social value and TOMs tracking
Supplier and tenant data request workflows
Embodied carbon and circularity modules
Audit logs, assurance exports and full calculation traceability
Knowledge Base and in-platform AI assistant support
Multi-user portfolio management across all building, tenant, supplier and auditor roles

3. Structure of This Agreement

3.1 This MSA establishes the legal, commercial and operational framework for all services provided by Codedevza AI to the Client.

3.2 This Agreement applies to:

All platform access and use under the subscription
All onboarding, configuration and support services
All data submissions, reports and outputs generated through the platform
Any trial, demo or proof of concept access
Any additional services agreed in writing between the parties

3.3 Where Codedevza AI issues a separate Order Form or Statement of Work, that document supplements this Agreement. In the event of conflict, this MSA prevails unless the Order Form or Statement of Work explicitly states otherwise.

3.4 The following acts constitute full acceptance of this Agreement:

Paying a subscription invoice
Approving a proposal or quotation
Issuing a purchase order
Requesting platform access or onboarding
Accessing or using the platform in any capacity
Participating in a demo or trial

The Client cannot claim unfamiliarity with this Agreement after any of the above actions.

3.5 By entering into this Agreement the Client automatically accepts all policies published at sustainifyai.co.uk including the Privacy Policy, Terms of Use, Cookie Policy, Data Processing Agreement and Acceptable Use Policy. These policies form part of the contractual framework and apply to all platform use.

4. Subscription and Access

4.1 Access to Sustainify AI is provided on an annual subscription basis.

4.2 Subscription pricing is based on the number of buildings in the Client's portfolio as agreed at the point of purchase.

4.3 The subscription includes unlimited user accounts across all roles at no additional cost including Org Admins, Building Managers, Data Entry users, Tenants, Suppliers and Auditors.

4.4 Access is granted to the subscribing organisation and all authorised users, tenants, suppliers and auditors configured within the portfolio.

4.5 Subscriptions renew automatically on an annual basis unless written notice of cancellation is provided at least 30 days before the renewal date.

4.6 Codedevza AI reserves the right to adjust subscription pricing at renewal. Clients will be notified of any pricing changes at least 60 days before the renewal date.

5. Onboarding and Implementation

5.1 Codedevza AI will provide reasonable onboarding support to assist the Client in configuring the platform, setting up buildings and users and completing their first reporting period.

5.2 The Client is responsible for providing accurate and complete information during onboarding including building details, user roles and emissions source configuration.

5.3 Onboarding timelines are estimates only. Delays caused by the Client including late provision of information, delayed approvals or incomplete data will extend onboarding timelines and may incur additional costs.

5.4 Codedevza AI is not liable for any loss arising from onboarding delays caused by the Client or third parties.

6. Client Responsibilities

The Client agrees to:

6.1 Provide accurate, complete and lawful information at all times including during onboarding and throughout the subscription.

6.2 Ensure all data submitted to the platform by its organisation, users, tenants and suppliers is accurate, complete and lawfully obtained.

6.3 Manage all user roles, access permissions and account configurations within their portfolio.

6.4 Ensure all users within their organisation comply with the Terms of Use, Acceptable Use Policy and all other applicable platform policies.

6.5 Revoke access promptly for any user who leaves the organisation or no longer requires platform access.

6.6 Maintain appropriate internal cybersecurity practices including secure credential management and access controls.

6.7 Notify Codedevza AI promptly of any suspected unauthorised access or security incident affecting their account.

Codedevza AI is not liable for any error, omission, compliance failure or loss arising from the Client's failure to meet these responsibilities.

7. Platform Availability

7.1 Codedevza AI will use reasonable commercial efforts to maintain platform availability.

7.2 We do not guarantee uninterrupted, error-free or continuous platform availability.

7.3 Planned maintenance, security updates and infrastructure changes may require temporary access interruption. Where possible, planned maintenance will be scheduled outside normal business hours and communicated in advance.

7.4 Codedevza AI is not liable for any loss, damage or inconvenience arising from platform downtime, interruption, maintenance or suspension regardless of cause.

8. Platform Outputs and Accuracy

8.1 All emissions calculations, ESG reports, compliance outputs, financial analyses, target projections, intensity metrics and AI-generated content produced by Sustainify AI are provided for informational and operational guidance purposes only.

8.2 Codedevza AI does not warrant or guarantee:

The accuracy or completeness of any platform output
That outputs will satisfy any specific regulatory or compliance requirement
That calculations will be free from errors or omissions
That reports will be accepted by any regulatory body, auditor, certification scheme, investor or lender
That AI-generated insights or recommendations are correct or suitable for any specific purpose

8.3 The Client is solely responsible for reviewing, verifying and validating all platform outputs before relying on them for any compliance, regulatory, investment, reporting or commercial purpose.

8.4 Codedevza AI accepts no liability for any compliance failure, regulatory penalty, financial loss, reputational damage or any other harm arising from reliance on platform outputs.

9. Intellectual Property

9.1 All intellectual property in Sustainify AI is and remains exclusively owned by Codedevza AI Ltd at all times. This includes without limitation:

Software, source code and compiled code
Calculation engines and emissions algorithms
AI models, machine learning components and prompt architecture
Dashboards, UI elements and design
Reports, templates and documentation
Branding, trademarks and visual identity
All updates, enhancements and derivative works

9.2 Nothing in this Agreement transfers any intellectual property rights to the Client.

9.3 The Client receives a limited, revocable, non-exclusive, non-transferable licence to access and use the platform solely for their own internal purposes during the active subscription period.

9.4 The Client may not:

Copy, reproduce or distribute any part of the platform
Reverse engineer, decompile or disassemble any component
Modify, adapt or create derivative works
Resell, sublicence or provide access to unauthorised parties
White-label or rebrand any part of the platform

9.5 Any breach of these intellectual property terms terminates the licence immediately and without notice.

10. Payments

10.1 Subscription fees are invoiced annually in advance.

10.2 Invoices are due within 14 days of issue unless otherwise agreed in writing.

10.3 Late payment may incur interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.

10.4 Non-payment may result in suspension of platform access without liability to Codedevza AI.

10.5 All fees are strictly non-refundable. No refunds are provided under any circumstances including cancellation, early termination, dissatisfaction, change of requirements or technical issues outside Codedevza AI's reasonable control.

10.6 The Client is responsible for all applicable taxes, duties and levies arising from the subscription.

11. Confidentiality

11.1 Both parties agree to keep strictly confidential all business, technical, commercial and operational information exchanged under this Agreement.

11.2 Confidential information may not be disclosed to any third party without prior written consent except where required by law or regulatory authority.

11.3 This obligation of confidentiality survives termination of this Agreement indefinitely.

12. Data Protection

12.1 Personal data is collected and processed in accordance with the Sustainify AI Privacy Policy and Data Processing Agreement.

12.2 Where the Client acts as a Data Controller, the Data Processing Agreement governs the processing relationship between the parties.

12.3 The Client is solely responsible for the lawfulness of all personal data submitted to the platform including data submitted by its users, tenants and suppliers.

12.4 Codedevza AI accepts no liability for any data protection breach, regulatory penalty or ICO enforcement action arising from the Client's failure to meet its data controller obligations.

13. Warranties

13.1 Codedevza AI warrants that:

The platform will be provided with reasonable skill and care
Codedevza AI has the right to grant the licence set out in this Agreement

13.2 Codedevza AI does not warrant:

That the platform will be error free or uninterrupted
That platform outputs will meet any specific regulatory requirement
That the platform will be compatible with all third-party systems
Any outcome, performance improvement or compliance result

13.3 All other warranties express or implied are excluded to the fullest extent permitted by law.

14. Limitation of Liability

To the fullest extent permitted by law:

14.1 Codedevza AI is not liable for:

Indirect or consequential loss of any kind
Loss of profit, revenue, opportunity or business
Loss of data or corruption of data
Reputational damage
Compliance penalties or regulatory fines
ESG misreporting or calculation errors
AI model outputs or recommendations
Third-party system failures or integration issues
Losses arising from inaccurate or unlawful data submitted by the Client or its users
Losses arising from the Client's failure to verify platform outputs

14.2 Liability Cap: Total liability of Codedevza AI for any claim under this Agreement is limited to the subscription fees paid by the Client in the preceding six months or £1,000 GBP, whichever is lower.

14.3 Nothing in this Agreement limits liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

15. Indemnity

15.1 The Client agrees to fully indemnify, defend and hold harmless Codedevza AI, its directors, employees and representatives against any and all claims, losses, damages, costs and expenses arising from:

Misuse of the platform by the Client or any user within its organisation
Inaccurate, incomplete or unlawful data submitted by the Client, its users, tenants or suppliers
Breach of this Agreement or any associated policy
Violation of any applicable law or regulation
Unauthorised access or use within the Client's organisation
Any third-party claim arising from the Client's use of the platform

15.2 Codedevza AI indemnifies the Client only against direct claims of intellectual property infringement caused solely and directly by Codedevza AI platform components.

16. Force Majeure

Codedevza AI is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control including but not limited to natural disasters, acts of government, cyberattacks, third-party infrastructure failures, pandemics or industrial disputes. Codedevza AI will notify the Client promptly of any force majeure event and will use reasonable efforts to resume normal service as soon as practicable.

17. Changes to the Platform

Codedevza AI reserves the right to modify, update, add or remove platform features at any time. Where changes materially affect the Client's use of the platform, reasonable notice will be provided. Codedevza AI is not liable for any loss arising from platform changes or feature updates.

18. Dispute Resolution

18.1 In the event of a dispute arising from or in connection with this Agreement, the parties agree to first attempt resolution through good faith negotiation. Either party may initiate this process by giving written notice to the other party identifying the nature of the dispute.

18.2 If the dispute is not resolved within 30 days of written notice, either party may refer the matter to mediation with a mutually agreed mediator before commencing legal proceedings.

18.3 If mediation fails or is not agreed within 14 days of referral, either party may pursue resolution through the courts of England and Wales in accordance with Section 23 of this Agreement.

18.4 Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from the courts where necessary.

19. Anti-Assignment

19.1 The Client may not assign, transfer, sublicence or otherwise dispose of any rights or obligations under this Agreement to any third party without the prior written consent of Codedevza AI.

19.2 Codedevza AI may assign this Agreement to any successor entity, affiliate or acquirer of all or substantially all of its business assets without the Client's consent. The Client will be notified of any such assignment within a reasonable period.

19.3 Any purported assignment by the Client without consent is void and of no effect.

20. Publicity and Reference

20.1 Codedevza AI may reference the Client as a Sustainify AI customer for marketing and promotional purposes including on the website, in sales materials and in case studies.

20.2 Where Codedevza AI wishes to produce a detailed case study or use the Client's logo, prior written approval will be sought from the Client.

20.3 The Client may opt out of all public references at any time by notifying Codedevza AI in writing at hello@sustainifyai.co.uk.

21. Variation

No variation to this Agreement is valid or binding unless made in writing and signed by authorised representatives of both parties. No informal communication, email exchange or verbal agreement constitutes a variation to this Agreement.

22. Waiver

Failure by either party to enforce any provision of this Agreement at any time does not constitute a waiver of that right. A waiver of any breach does not constitute a waiver of any subsequent breach of the same or any other provision.

23. Term and Termination

23.1 This Agreement is effective from the date of first access or payment and remains active until terminated.

23.2 The subscription renews automatically on an annual basis unless either party provides written notice of cancellation at least 30 days before the renewal date.

23.3 Codedevza AI may terminate this Agreement immediately and without liability for:

Non-payment of subscription fees
Material breach of this Agreement or any associated policy
Illegal or harmful use of the platform
Any act that poses a security risk to the platform or other users

23.4 Upon termination:

All outstanding fees become immediately due and payable
Platform access is revoked for all users within the Client's account
The Client's licence to use the platform terminates immediately
Confidentiality and data protection obligations survive termination indefinitely

24. Notices

All formal notices under this Agreement must be sent in writing to:

Email: hello@sustainifyai.co.uk

Notices sent by email are deemed received on the next business day following transmission.

25. Changes to This Agreement

Codedevza AI may update this Agreement at any time. Clients will be notified of material changes at least 30 days before they take effect. Continued use of the platform following notification constitutes acceptance of the updated Agreement.

26. Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or removed to the minimum extent necessary. The remaining provisions will continue in full force and effect.

27. Entire Agreement

This Agreement, together with the Privacy Policy, Terms of Use, Cookie Policy, Data Processing Agreement and Acceptable Use Policy, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, proposals or agreements relating to the subject matter.

28. Governing Law

This Agreement is governed exclusively by the laws of England and Wales. All disputes arising from or in connection with this Agreement fall under the exclusive jurisdiction of the courts of England and Wales, subject to the dispute resolution process in Section 18.

29. Contact

Codedevza AI Ltd Covent Garden, London, United Kingdom Company Number: 16485057 ICO Registration: ZB905842 Email: hello@sustainifyai.co.uk Website: https://sustainifyai.co.uk