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TERMS AND CONDITIONS FOR BUSINESS END USERS

Effective Date: December 22, 2025

By clicking on the "Accept" button below, you (the “Customer”) agree to comply with and be bound by the following terms and conditions (the “Agreement”) with Epoch Blue Limited and its affiliates (“Epoch”) and agree to abide by its terms. Epoch and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.         DEFINITIONS.

  1. “Aggregate Data” means deidentified data derived or aggregated from Customer Data, and data related to the Use of the Epoch Services.
  2. “Authorised User” means an employee or contractor of Customer, or its wholly owned subsidiary, who Customer has authorised to use the Epoch Services.
  3. "Business Day" means a day (other than a Saturday or Sunday) on which banks are generally open in London (United Kingdom) for normal business;
  4. "Confidential Information" has the meaning given to it in Section 3(a).
  5. "Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; or supplied by the Customer to the Epoch or Intermediary for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Services by the Customer, but excluding Aggregate Data;
  6. "Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder)  and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and "Controller", "Processor", "Information Commissioner", "Data Subject", "Personal Data", and "Personal Data Breach", "Processing" and "appropriate technical and organisational measures" shall have the meanings given to them in the Data Protection Legislation.
  7. "Disclosing Party" has the meaning given to it in Section 3(a).
  8. “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible operating system list and other similar materials in hard copy or electronic form if and as provided by Epoch to Customer (including any revised versions thereof) relating to the Epoch Services, which may be updated from time to time upon notice to Customer.
  9. “Effective Date” is the date which is the Customer’s acceptance of these Terms.
  10. “Epoch IP” means the Epoch Services, the underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes, and methods used to provide or deliver the Epoch Services or any Documentation and Aggregate Data, all improvements, modifications, or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
  11. “Epoch Services” means Epoch’s provision of access to the Platform and associated services provided by Epoch and may include pilot set up or other support.
  12. "Force Majeure Event" has the meaning given to it in Section 9(j).
  13. "GHG Protocol" has the meaning given to it in Section 2(d).
  14. “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, and these shall include patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognised in any country or jurisdiction in the world.
  15. "Intermediary" means the Person granting the Customer access to the Platform, with whom Epoch has entered into a separate agreement relating to the Platform.
  16. "IPCC" has the meaning given to it in Section 2(d).

“List of persons named in relation to financial and investment restrictions” has the meaning given to it in Section 6(d).

  1. “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority, or other entity.
  2. "Quantified Environmental Data" has the meaning given to it in Section 2(d).
  3. "Platform" means the Epoch environmental data monitoring and analytical platform (including the system, software and hardware) accessible through the web UI or APIs. The Platform includes:
  1. Web-Based UI Dashboard: Provides a visual interface to monitor and share emissions metrics, deforestation reports, and interact with the APIs programmatically.
  2. Emissions and Deforestation APIs: Produces on-demand emissions and deforestation data based on user-provided geometries (i.e., supply base).
  1. "Receiving Party" has the meaning given to it in Section 3(a).
  2. “Subcontractor" has the meaning given to it in Section 11(k).
  3. "Third Party Services" has the meaning given to it in Section 2(f).
  4. "Term" has the meaning given to it in Section 8(a).
  5. “Use” means to use and access the Epoch Services in accordance with this Agreement and the Documentation.

2.         EPOCH SERVICES ACCESS AND USE.

 

  1. Epoch Services. Subject to the terms and conditions of this Agreement, Epoch hereby grants the Customer a limited, non-exclusive, non-transferable right to Use and permit the Authorised Users to Use the Epoch Services for the Customer's internal business purposes only during the Term in accordance with this Agreement.
  2. Access to Epoch Services.  The Customer has been granted access to the Epoch Services by the Intermediary.
  3. Use Restrictions. Customer will not at any time and will not permit any Person (including, without limitation, Authorised Users) to, directly or indirectly: (i) use the Epoch Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) use the Epoch Services to harass any Person; cause damage or injury to any Person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; (iii) modify or create derivative works of the Epoch Services or Documentation, in whole or in part; (iv) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Epoch Services, in whole or in part; (v) frame, mirror, sell, resell, rent or lease use of the Epoch Services to any other Person, or otherwise allow any Person to use the Epoch Services for any purpose other than for the direct benefit of the Customer in accordance with this Agreement; (vi) use the Epoch Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable law; (vii) interfere with, or disrupt the integrity or performance of the Epoch Services, or any data or content contained therein or transmitted thereby; (viii) perform or disclose any performance or vulnerability testing of the Services without Epoch’s prior written approval, perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or penetration testing of the Epoch Service; (ix) access or use the Epoch Service to measure, build or support, directly or indirectly, products or services competitive to Epoch; (x) access or search the Epoch Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Epoch Services features provided by Epoch or the Intermediary for use expressly for such purposes, (xi) take any action that may disrupt or is likely to damage, disable, or overburden the Services infrastructure, (xii) upload, use, or otherwise make available any Customer Data that contains viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;  or (xiii) use the Epoch Services for the benefit of or on behalf of any third party including but not limited to use as a consultant or service provider. The Customer acknowledges and agrees that Epoch may monitor (but is not obliged to) its and its Authorised Users' use of the Epoch Services to ensure compliance with this Agreement.
  4. Environmental Data Restrictions. Epoch utilizes greenhouse gas reporting standards for calculating and reporting greenhouse emissions by companies and organisations as developed by the World Resources Institute and World Business Council for Sustainable Development (the “GHG Protocol”), the Intergovernmental Panel on Climate Change (“IPCC”) guidelines, and other sources to calculate emissions and produce Customer carbon footprints and to then communicate such analysis to Customer (“Quantified Environmental Data”). Customer is permitted to further disclose the Quantified Environmental Data provided to it by Epoch in their sustainability reports to third parties for the purposes of emissions reporting and/or audits but only to the extent they are required to do so by the relevant entity to which they report and/or which audits them. Quantified Environmental Data is not permitted to be disclosed by Customer or any Authorised User otherwise, such as but not limited to, to market or sell products, generate incremental revenue through insets, carbon premiums, incentives, payments for ecosystem services schemes or obtain financing tied to metrics produced using Quantified Environmental Data without explicit permission from Epoch.
  5. Authorised Users. Customer will not allow any Person other than Authorised Users to access or use the Epoch Services. Customer may permit Authorised Users to Use the Epoch Services, provided that (i) the Use does not exceed any limitations specified in its contract with the Intermediary; (ii) Customer procures its Authorised Users comply with all applicable terms and conditions of this Agreement;  and (iii) Customer is responsible for acts or omissions by Authorised Users in connection with their use of the Epoch Services where the Authorised User receives the benefit of the Epoch Services but is not a signatory to this Agreement. Customer will, and will require all Authorised Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Epoch Services in accordance with customary security protocols, and will promptly notify Epoch if Customer knows or reasonably suspects that any username and/or password has been compromised. Each account for the Epoch Services may only be accessed and used by the specific Authorised User for whom such account is created. Accounts are for designated Authorised Users and cannot be shared or used by more than one Authorised User, but any account may be permanently reassigned to another Authorised User as needed. Customer is solely responsible for setting, auditing, updating, and removing the access level and permissions of each of their Authorised Users within the Epoch Service.
  6. Third-Party Services. Certain features and functionalities within the Epoch Services may allow Customer and its Authorised Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Epoch Services. Customer is solely responsible for maintaining the Third-Party Services not provided by Epoch and obtaining any associated licences and consents necessary for Customer to use those Third-Party Services not provided by Epoch in connection with the Epoch Services. The Customer acknowledges that the integration of Third-Party Services may entail the transfer of Customer Data from the Services to the relevant Third-Party Services and that Epoch has no control over, or responsibility in respect of, any disclosure, modification, deletion or other use of Customer Data resulting from any integration with any Third-Party Services. Without prejudice to its other obligations under this Section, the Customer must ensure that it has in place the necessary contractual safeguards to ensure that the transfer of relevant Customer Data to, and the use of relevant Customer Data by, a provider of Third Party Services is lawful. The Customer shall have the opportunity to consent to transfers of Customer Data to any Third-Party Services operator. Epoch must ensure that such transfers shall not take place without the consent of the Customer. The Customer hereby consents to the transfer of the Customer Data to the Third-Party Services. The use of some features of the Services may depend upon the Customer enabling and agreeing to integrations between the Services and Third-Party Services. The Customer warrants to Epoch that the transfer of Customer Data by Epoch to a provider of Third Party Services in accordance with this Section will not infringe any person's legal or contractual rights and will not put Epoch in breach of any applicable laws.
  7. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Epoch and its licensors reserve all rights, title and interest in and to the Epoch IP and Intellectual Property Rights. No rights, title or interest are granted to Customer by Epoch or its licensors hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
  8. Feedback. Customer grants Epoch a worldwide, perpetual, irrevocable, royalty-free licence to use, distribute, disclose, and incorporate any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorised User relating to the Epoch Services. Epoch cannot publicly disclose Customer feedback as a marketing or communications effort without Customer’s prior written consent.

3.         CONFIDENTIAL INFORMATION.

 

  1. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Epoch Services and the Documentation will be deemed Confidential Information of Epoch and Customer Data will be deemed Confidential Information of Customer. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.
  2. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Epoch may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, officers, advisers, agents or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice, to the extent it is legally permitted to do so,  to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
  3. Each Party's obligations of non-disclosure about Confidential Information are effective as of the Effective Date and will survive the termination or expiration of this Agreement.
  4. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

4.         CUSTOMER DATA.

 

  1. Epoch acknowledges that, as between Customer and Epoch and except as set forth in Section 4(b), Customer owns and retains all right, title and interest in and to all Customer Data.
  2. Customer hereby grants Epoch a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, copy, transmit, sub-licence, index, store, display, and modify the Customer Data: (i) to the extent necessary to perform its obligations or enforce its rights under this Agreement; (ii) where required or authorised by law; (iii) to develop, host, modify, improve, support, customise, operate, and provide the Epoch Services and Epoch’s other related products, services, and technologies during the Term, and (iv) to publish, display, and distribute any deidentified information (i.e. information where Customer is not capable of being identified) derived from Customer usage of the Epoch Services (such as but not limited to, statistical and performance information, web browser, screen resolution, and mobile device-type information).
  3. Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Data (including any Personal Data provided or otherwise collected pursuant to Customer’s privacy policy) as contemplated by this Agreement, and (ii) Epoch’s use of the Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party and will not infringe the Intellectual Property Rights or other legal rights of any Person.
  4. Retrieval of Customer Data. During the Term, Customer can access Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format.

5.         REPRESENTATIONS AND WARRANTIES AND DISCLAIMER.

 

  1. All warranties in relation to the Epoch Services are granted to the Customer by the Intermediary and the Customer rights in relation to any issues with the Services are with the Intermediary.

6.   INDEMNIFICATION.

 

  1. Customer Indemnification. Customer will defend Epoch against Claims arising from (i) any Customer Data, including, without limitation, (A) any claim that the Customer Data infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any claim that the use, provision, transmission, display or storage of Customer Data violates any applicable law, rule or regulation; (ii) any of Customer’s products or services; and (iii) use of the Epoch Services by Customer or its Authorised Users in a manner that is not in accordance with this Agreement or the Documentation, including, without limitation, any breach of the licence restrictions in Section 2(c), and in each case, will indemnify and hold harmless Epoch against any damages and costs awarded against Epoch or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claim.

7.   LIMITATIONS OF LIABILITY.

 

  1. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES THE PARTIES' LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; OR FOR ANY DAMAGE OR LIABILITY INCURRED BY A PARTY AS A RESULT OF FRAUD OR FRAUDULENT MISREPRESENTATION BY THE OTHER PARTY OR FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED BY LAW.
  2. Exclusion of Damages. IN THE EVENT OF ANY ISSUE WITH THE EPOCH SERVICES THE CUSTOMER’S RIGHTS ARE DEALT WITH IN THE AGREEMENT BETWEEN THEM AND THE INTERMEDIARY AS THE INTERMEDIARY IS THE PARTY WHO SELLS THE CUSTOMER THE SERVICES. THIS SECTION 7 SETS OUT THE ENTIRE FINANCIAL LIABILITY OF EPOCH (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ITS EMPLOYEES, AGENTS AND SUB-CONTRACTORS) TO THE CUSTOMER IN RESPECT OF ANY BREACH OF THIS AGREEMENT; ANY USE MADE BY THE CUSTOMER OF THE EPOCH SERVICES IN WHOLE OR IN PART; AND ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION (INCLUDING NEGLIGENCE) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW OR OTHERWISE ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THIS AGREEMENT. SUBJECT TO SECTION 7(A) ABOVE, EPOCH SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF PROFITS; OR LOSS OF BUSINESS; OR DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES; OR LOSS OF ANTICIPATED SAVINGS; OR LOSS OF GOODS; OR LOSS OF CONTRACT; OR LOSS OF USE; OR LOSS OR CORRUPTION OF DATA OR INFORMATION; OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PURE ECONOMIC LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES.
  3.  Total Liability. SUBJECT TO SECTIONS 7(A) AND 7(B) ABOVE IN NO EVENT WILL EPOCH'S TOTAL LIABILITY TO THE CUSTOMER IN CONNECTION WITH THIS AGREEMENT EXCEED £5,000.

8.         TERM AND TERMINATION.

 

  1. Term. This Agreement begins on the Effective Date and continues until: (i) the Intermediary terminates the Customer's access to the Platform and/or the Epoch Services; or (ii) Epoch terminates the Customer's access to the Platform and/or the Epoch Services in accordance with this Agreement; or (iii) the Customer's access to the Platform and/or the Epoch Services are otherwise expired or are terminated (the "Term").
  2. Termination of Access. Epoch may terminate or suspend Customer’s access to Epoch Services immediately, without prior notice or liability, if: (i) Epoch's agreement with the Intermediary is terminated for any reason whatsoever; (ii) Customer commits a material breach of this Agreement which is not capable of being remedied; (iii) Customer commits a breach of any of the terms of this Agreement and fails to remedy that breach within 28 days of being notified in writing of the breach; or (iv) an order is made or a resolution is passed for the winding up of the Customer, or for appointment of an administrator to manage the affairs, business and property of the Customer; or a receiver is appointed of the Customer's assets or undertakings; or the Customer makes any arrangement or composition with its creditors; or the Customer ceases, or threatens to cease, to trade; or the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. Upon termination, Customer’s right to use the Epoch Services will cease immediately.
  3. Survival. This Section 8(c) and Sections 1, 2(b), 2(c), 2(e), 3, 5, 6, 7, 8, and 9(d)  survive any termination or expiration of this Agreement.
  4. Effect of Termination. Upon cancellation of  Epoch Services or termination of this Agreement: (i) the rights granted pursuant to Section 2(a) will terminate and Customer must cease use of Epoch Services immediately; (ii) each Party will return or destroy, at the requesting Parties’ sole option, all Confidential Information in its possession or control, including permanent removal of such Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in its possession or under its control, and at the requesting Parties’ request, certify in writing that the Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted, and (iii) Epoch will, upon written request, delete Customer Data from the Epoch Services production environment.

9.         GENERAL.

 

  1.  Entire Agreement. This Agreement is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, both written and oral, with respect to its subject matter. The Parties agree that any terms of conditions stated in any other document related to this Agreement is void. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.  Nothing in this Section shall limit or exclude any liability for fraud. This Agreement may be amended or modified only by a written document executed by duly authorised representatives of the parties.
  2. Freedom of Action. Nothing in this Agreement will be deemed to restrict or limit Epoch’s right to perform similar services for any other party or to assign any employees or subcontractors to perform similar services for any other party; provided that Epoch complies with its obligations respect to Customer’s Confidential Information.
  3. Customer Contact Information. Customer shall provide in the Epoch Services accurate, current, and complete information on Customer’s legal business name, address, email address and phone number, and maintain and promptly update this information if it should change. The Customer shall provide both contact information for legal notices and service notices related to the Epoch Services.
  4. Notices. Any notice given to a Party under or in connection with this Agreement will be in writing, will reference this Agreement, and will be sent to Epoch at Epoch Blue Limited, Legal Department General Counsel, Devonshire House, 582 Honeypot Lane, Stanmore, HA7 1JS, United Kingdom and legal@epoch.blue or to such other address as may be specified by the relevant Party to the other Party .
  5. Deemed Receipt. Any notices under Section 9(d) shall be deemed received: (i) when delivered by hand on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next business day delivery services, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or (iii) if sent by email, at 9.00 am on the next Business Day after transmission. This Section does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  6. Waiver. The failure of a Party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it or any other rights at any time or times thereafter.
  7. Severability. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this Section, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  8. Governing Law; Jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
  9. Assignment. This Agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. Epoch may at any time assign, mortgage, sub-contract, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement, provided that Epoch gives prior written notice of such dealing to the Customer.
  10. Force Majeure. A Party shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this agreement  (except a payment obligation) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control ("Force Majeure Event"), including but not limited to Acts of God, flood, earthquake or other natural disaster, epidemic, pandemic, war, terrorism, riots, fire, extreme adverse weather conditions, labour dispute, strike and industrial action, provided the Party suffering such Force Majeure Event shall notify the other Party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance and such Party shall use reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible. In such an event the corresponding obligations of the other party will be suspended to the same extent as those of the party first affected by the Force Majeure Event. If the Force Majeure Event prevails for a continuous period of more than 3 months, either Party may terminate this Agreement by giving 28 days' written notice to the other Party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the Parties in respect of any breach of this Agreement occurring prior to such termination.
  11. Subcontracting. Epoch may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that the Epoch remains responsible for the performance of each such Subcontractor.
  12. Relationship of the Parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  13. Changes to These Terms and Conditions. Epoch reserves the right, in Epoch’s sole discretion, to modify or replace these Terms at any time. By continuing to access or use Epoch’s Platform or Epoch Services after those revisions become effective, Customer agree to be bound by the revised terms. If Customer does not agree to the new terms, in whole or in part, it should stop using the Platform and the Epoch Services.
  14. Third Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.