Terms and conditions

1. About us

Evergreen Assessment is a service provided by Kintera Limited.

Kintera Limited is a private limited company registered in England and Wales under company number 16645056. Our registered office is 2 Jack Scout Cottages, Silverdale, Carnforth, England, LA5 0UA.

You can contact us at joannawhitear@kintera.co.uk.

In these terms, "we", "us" and "our" mean Kintera Limited. "You" and "your" mean the business or organisation purchasing our services.

2. Business customers only

Our services are provided exclusively to businesses and organisations. We do not enter into contracts with consumers.

By engaging us, you confirm that:

• you are acting wholly or mainly for the purposes of a business, trade, profession or organisation; and
• you have authority to enter into the agreement on behalf of that business or organisation.

3. Forming an agreement

These terms apply to all services we provide to you.

An agreement is formed when you do any of the following:

• sign or accept a written proposal or order confirmation;
• confirm in writing that you want us to proceed;
• pay an invoice issued for the services; or
• instruct us to begin work.

Our written proposal or order confirmation, together with these terms and any expressly incorporated schedule, forms the agreement between us.

Information on our website describes our services generally. It does not, by itself, constitute an offer or define the scope of an engagement.

If there is any inconsistency between these terms and a written proposal, the written proposal takes precedence for that engagement.

4. Services and scope

The services, deliverables, timetable and fees for each engagement will be set out in a written proposal or order confirmation.

We will perform the services with the reasonable skill and care expected of an experienced sustainability adviser.

Anything outside the agreed scope is additional work. We will explain the additional work and agree the fee with you in writing before carrying it out. We will not undertake additional chargeable work without your written agreement.

Any prices described as "from" on our website are starting prices based on an indicative scope. We will confirm the scope and fee before chargeable work begins.

Unless expressly stated in the proposal, our services do not include legal advice, independent assurance, formal verification, certification or audit services.

5. Remote delivery and travel

Unless the written proposal expressly states otherwise, all services, meetings, workshops, training and support sessions will be delivered remotely using Microsoft Teams or another agreed online platform.

Quoted fees do not include in-person meetings, site visits, travel time, travel expenses, accommodation or subsistence unless these are expressly included in the proposal.

If we agree to attend an in-person meeting or site visit, the additional professional time, including reasonable travel time, will be charged at the rate agreed with you in advance. You must also reimburse reasonable travel, accommodation and subsistence expenses.

We will provide an estimate and obtain your written approval before incurring material travel or accommodation costs.

If you cancel an agreed in-person meeting or site visit, you remain responsible for any non-refundable costs already incurred and any cancellation charge stated in the proposal.

6. Fees and expenses

Fees are stated and invoiced in pounds sterling.

You must reimburse any reasonable third-party costs that you have approved in writing before we incur them.

You may not withhold, reduce or set off an amount due to us unless required by law or agreed by us in writing.

7. Payment

All work is invoiced. We do not offer card payment or instant online purchase facilities.

Unless the written proposal states otherwise:

• the Evergreen Assessment and Evidence Review fee is invoiced in full in advance, and work begins after payment has been received;
• project engagements are invoiced 50% on engagement and 50% on delivery of the final draft or final document set;
• annual and recurring services are invoiced annually in advance, unless a different payment schedule is stated in the proposal; and
• longer support programmes are invoiced according to the payment schedule set out in the proposal.

The final payment for a project becomes due when we deliver the final draft or final document set. Payment is not conditional on your internal approval, board approval, signature, publication, submission, tender result or assessment outcome.

Invoices are payable within 14 days of the invoice date.

We may suspend work or withhold editable or final files while an invoice is overdue.

If an invoice is not paid by its due date, we may claim statutory interest, fixed compensation and reasonable recovery costs available under the Late Payment of Commercial Debts legislation.

8. Your responsibilities

You are responsible for:

• giving us accurate, complete and current information;
• providing requested information and evidence within a reasonable time;
• ensuring you have the right to provide all information and materials supplied to us;
• making appropriate employees and decision-makers available where required;
• reviewing drafts and providing clear, consolidated feedback;
• checking that company names, reporting boundaries, commitments, dates and factual statements are correct;
• obtaining any necessary internal, board or legal approval;
• signing, publishing and submitting final documents where required; and
• deciding whether our recommendations are suitable for your organisation.

You remain responsible for all statements, commitments and information made or published in your organisation's name.

We are not responsible for errors, omissions, assumptions or delays caused by information that is inaccurate, incomplete, misleading or supplied late.

9. Information, delays and dormant projects

Any stated turnaround time begins when we have received:

• the agreed initial payment;
• all material information and documents we have requested; and
• any necessary confirmation that we may proceed.

Turnaround times are estimates unless the proposal expressly identifies a date as a fixed contractual deadline.

Turnaround times assume that you respond to questions and draft documents within five Working Days.

If requested information or feedback remains outstanding for more than 30 days, we may suspend the engagement and revise the timetable.

If the engagement remains inactive for more than 60 days because we have not received information, feedback or instructions from you, we may close the project, invoice for work completed and provide a revised scope and fee before restarting it.

A "Working Day" means Monday to Friday, excluding public holidays in England.

10. Carbon calculations and reporting limitations

Carbon footprints, Carbon Reduction Plans and related documents are prepared using:

• information supplied by you;
• published emission factors and methodologies available at the time;
• assumptions agreed with you or reasonably adopted where complete information is unavailable; and
• professional judgement.

Carbon calculations are estimates. They may be affected by data quality, organisational boundaries, estimation methods, emission-factor updates and later changes to reporting requirements.

Unless expressly agreed in writing, we do not independently audit or verify the information you provide, and our work does not constitute independent assurance or verification.

We will identify material assumptions and limitations where reasonably practicable. You are responsible for reviewing and approving them before signing, publishing or submitting the relevant document.

11. Evergreen and procurement outcomes

The Evergreen Sustainable Supplier Assessment is administered by NHS England. Any maturity level or assessment result is determined by NHS England and not by us.

We do not guarantee:

• that you will achieve or retain a particular Evergreen maturity level;
• that an assessment or submission will be accepted;
• that a Carbon Reduction Plan will be accepted by every contracting authority;
• that you will win, retain or renew a contract; or
• any particular procurement, commercial or regulatory outcome.

Our role is to prepare documents and evidence, provide advice and support you with the submission process.

We prepare documents by reference to the guidance, criteria and reporting requirements available at the time the work is carried out. These may subsequently be amended, replaced or interpreted differently by NHS England, government departments, contracting authorities or other third parties.

Unless ongoing monitoring is included in your proposal, we are not responsible for notifying you of changes made after delivery.

12. Drafts, corrections and revisions

Draft documents are provided for your review and must not be treated as final until we identify them as final.

Unless the proposal states otherwise, the fee includes one consolidated round of reasonable corrections to ensure the deliverables reflect:

• the agreed scope;
• the information originally provided to us; and
• factual corrections identified during your review.

You must request those corrections within 10 Working Days of receiving the draft.

The following may be treated as additional work:

• new or replacement information supplied after the draft has been prepared;
• changes to the agreed reporting boundary or methodology;
• substantial rewriting requested for preference rather than accuracy;
• additional versions or reporting years; and
• repeated or conflicting feedback from different reviewers.

We will agree any additional fee before carrying out chargeable revisions.

13. Training and employee sessions

Where a new Carbon Reduction Plan package includes employee training, this consists of one live virtual session lasting up to 30 minutes unless the proposal states otherwise.

The session may be made available to all of your employees. It will provide a light-touch introduction to:

• what the Carbon Reduction Plan is;
• why it is relevant to the organisation;
• the effect of the commitments made in the plan;
• how the plan may affect the business; and
• how employees may contribute to its delivery.

You are responsible for arranging invitations, attendance, internal communications and access to the agreed virtual meeting platform.

The included session must normally be taken within three months of delivery of the final Carbon Reduction Plan. If it is not used within that period, it expires unless we agree otherwise in writing.

Additional or extended sessions can be arranged and will be quoted separately.

14. Quarterly support sessions

Where a package includes quarterly support sessions, the sessions are available during the 12 months following the engagement date, unless the proposal specifies a different period.

Unused sessions expire at the end of that period. They are not refundable, transferable or carried into a renewal period.

You may reschedule a session by giving at least two clear Working Days' notice.

A session cancelled with less notice, or which you do not attend, may be treated as delivered. If we need to cancel or reschedule a session, we will offer a replacement date.

15. Annual and recurring services

Where a written proposal describes a service as annual, recurring or renewable, it has an initial term of 12 months from the commencement date stated in the proposal.

At the end of the initial term, the service will renew for successive periods of 12 months unless either party gives written notice at least 30 days before the relevant renewal date.

We will normally send a renewal reminder approximately 60 days before the renewal date. The reminder will confirm the applicable renewal fee and cancellation deadline.

Renewal fees are invoiced annually in advance unless the proposal states otherwise.

We may revise the renewal fee by giving you written notice before the cancellation deadline. If you do not wish to accept the revised fee, you may cancel the service before it renews.

The renewal fee assumes that the reporting organisation, legal entities, reporting boundary and general complexity of the work remain broadly consistent.

Material organisational changes, acquisitions, additional legal entities, additional reporting requirements, changes to the reporting boundary or substantial data reconstruction may require a revised scope and fee. We will agree any revised scope and fee with you before carrying out additional chargeable work.

Annual delivery depends on you providing the requested information by the agreed data deadline. Delays in providing information may delay completion of the updated Carbon Reduction Plan but do not extend the annual service period unless we agree otherwise in writing.

16. Cancellation and termination

Either party may end an engagement by giving written notice.

If you cancel an engagement, you must pay:

• for all work completed up to the termination date;
• for time reasonably committed to work that cannot be reallocated; and
• any non-cancellable third-party costs approved by you.

Where you have paid in advance and we have not begun work or reserved delivery capacity, we will refund the relevant payment.

Once work has begun or delivery capacity has been reserved, advance payments are refundable only to the extent that they exceed the value of work completed, committed time and approved costs.

Either party may terminate an engagement immediately by written notice if the other party:

• commits a material breach and, where the breach can be corrected, fails to correct it within 10 Working Days of receiving written notice;
• becomes insolvent or ceases trading; or
• engages in unlawful conduct connected with the engagement.

We may suspend or terminate an engagement if an invoice remains overdue or if continuing the work would require us to act unlawfully, misleadingly or contrary to applicable professional obligations.

Termination does not affect rights or payment obligations that arose before termination.

17. Intellectual property

You retain ownership of the information, data, documents, logos and other materials you provide to us.

Once all invoices for the engagement have been paid, ownership of client-specific content created solely for you in the final deliverables transfers to you.

We retain ownership of all pre-existing and underlying materials, including our:

• methodologies;
• templates;
• calculation models;
• spreadsheets and formula structures;
• tools;
• checklists;
• frameworks;
• processes; and
• general knowledge and experience.

These are referred to as our "Background Materials".

Where Background Materials are incorporated into a final deliverable, we grant you a perpetual, worldwide, royalty-free and non-exclusive licence to use, reproduce, adapt and publish them as part of that deliverable for your organisation's own business purposes.

This includes using the deliverable for Evergreen assessments, tender submissions, customer requests, internal management and publication on your website.

You may not extract, sell, license or distribute our Background Materials as standalone products or templates.

18. Confidentiality

Each party must keep the other party's confidential information confidential and use it only for the engagement.

This obligation does not apply to information that:

• is already publicly available other than because of a breach of these terms;
• was lawfully known by the receiving party before disclosure;
• is lawfully obtained from another source without a confidentiality restriction;
• is independently developed without using the confidential information; or
• must be disclosed by law, court order or a regulator.

We may disclose confidential information to employees, professional advisers, associates, subcontractors and service providers who need it to support the engagement and who are subject to appropriate confidentiality obligations. Use of AI providers is also subject to section 20A; meeting capture and AI-generated notes are subject to section 21. This paragraph does not override those safeguards.

These confidentiality obligations continue for five years after the engagement ends. Obligations relating to trade secrets continue for as long as the information remains a trade secret.

19. Public references and case studies

Unless otherwise agreed in writing, you permit us to identify your business or organisation by its legal or trading name as a client in public materials, including our website, client lists, case studies, presentations and marketing materials. We may include a brief, factual description of the services provided, subject to the confidentiality obligations in section 18.

This permission applies only to the business or organisation purchasing our services. It does not extend to naming any parent company, owner, investor, associated business or end client. We will obtain separate written permission from an authorised representative of the relevant organisation before identifying it publicly.

We will obtain your written consent before displaying your logo, publishing a testimonial, or disclosing confidential information, non-public project details or results.

You may withdraw permission to use your name by notifying us in writing. We will stop new uses and remove references from materials under our control within a reasonable period. We are not required to recall printed materials already distributed.

20. Data protection

Each party must comply with the UK GDPR, the Data Protection Act 2018 and other applicable data-protection legislation.

Unless otherwise agreed, each party acts as an independent controller for business contact details and other personal information it processes for its own contract administration, legal and relationship-management purposes.

Our handling of personal information is also described in our privacy notice.

You must not provide special-category personal data or confidential employee-level information unless it is necessary for the engagement and we have agreed appropriate arrangements in advance.

If we process personal data solely on your behalf as a processor, the parties will put appropriate data-processing terms in place before that processing begins. Those terms may form part of the proposal or a separate data-processing schedule and must cover documented instructions, confidentiality, security, assistance with individual rights, retention and deletion, and any required authorisation and equivalent obligations for sub-processors, including AI providers. Our privacy notice and your agreement to AI use do not replace those terms.

21. Meeting recording, transcription and AI notes

We may propose using Fathom to capture a virtual meeting, transcribe it and generate draft notes, actions and summaries. Capture may include audio and, where agreed, video or shared-screen content. We will explain the purpose and intended capture to participants in advance and obtain their agreement before it begins. Acceptance of these terms is not, by itself, participant consent to recording.

Any participant may decline or ask us to stop recording or transcription, and we will take manual notes instead. The meeting can continue without AI capture. Please tell us about any client recording restrictions and avoid sharing unnecessary personal information or sensitive data during recorded meetings.

Recordings, transcripts and summaries are handled as confidential information and personal data, with access limited to authorised people who need them for the engagement. We review AI-generated notes before relying on them for advice or agreed actions. We will not publish recordings or use them for marketing without separate permission. Before capturing client meetings, we will check that optional use of meeting data to train or improve Fathom's in-house models is disabled. Our privacy notice explains provider processing, international transfers, retention and individual rights.

22. Associates, subcontractors and service providers

We may use suitably qualified associates, subcontractors and service providers to support or deliver parts of the engagement.

We remain responsible to you for services carried out on our behalf.

Anyone given access to your confidential information or personal data must be subject to appropriate confidentiality and data-protection obligations.

23. Advice, reliance and regulatory responsibility

Our advice and deliverables are prepared for your organisation and for the purposes described in the proposal.

You may share or publish a deliverable where this is part of its intended purpose. However, no third party becomes our client or acquires a contractual right to rely on our work merely because it receives, reviews or accesses that deliverable.

We accept no responsibility to a third party unless we expressly agree otherwise in writing.

Our services are sustainability, carbon-accounting and reporting advisory services. They are not legal, financial, tax or investment advice.

You remain responsible for your organisation's legal and regulatory compliance, including deciding whether the Modern Slavery Act 2015 or any other reporting requirement applies to you. You should obtain specialist legal advice where necessary.

24. Third-party systems and guidance

We may use or refer to information, guidance, emission factors, templates, portals and systems provided by government bodies, NHS England and other third parties.

We are not responsible for:

• the availability, security or operation of a third-party system;
• changes made by a third party;
• delays or losses caused by a third-party portal;
• decisions made by NHS England, a contracting authority or another third party; or
• errors in authoritative source material that we could not reasonably have identified.

You are responsible for retaining copies of information and documents submitted through third-party portals.

25. Liability

Nothing in these terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• anything else that cannot lawfully be limited or excluded.

Subject to that, we are not liable for:

• loss of profit;
• loss of revenue;
• loss of business;
• loss of contracts;
• loss of anticipated savings;
• loss of opportunity;
• loss of goodwill;
• unsuccessful procurement, tender or assessment outcomes; or
• indirect or consequential loss.

Our total aggregate liability arising from or connected with an engagement, whether in contract, tort, negligence, misrepresentation or otherwise, is limited to the total fees paid or payable for the services giving rise to the claim.

Nothing in this clause reduces your responsibility to take reasonable steps to minimise any loss.

26. Events outside our control

We are not responsible for a failure or delay caused by circumstances outside our reasonable control.

These may include failures of utilities, internet or telecommunications services, cyber incidents, illness, industrial disputes, government action, changes to law or guidance, natural disasters and failures of third-party systems.

We will notify you where reasonably practicable and take reasonable steps to reduce the effect of the event.

If such an event prevents material performance for more than 30 days, either party may terminate the affected services by written notice. You remain responsible for fees and approved costs relating to work completed before termination.

27. Notices and communications

Routine communications and approvals may be given by email.

A notice terminating an engagement or alleging a material breach must be sent by email to the main contact stated in the proposal or to any replacement address notified in writing.

A notice sent by email is treated as received on the next Working Day, provided the sender does not receive a delivery-failure notification.

28. General terms

Neither party may transfer the agreement to another person without the other party's written consent, except that we may transfer it as part of a sale or reorganisation of our business.

A delay in enforcing a right does not waive that right.

If any part of these terms is found to be invalid or unenforceable, the remaining provisions will continue to apply.

Nothing in these terms creates a partnership, joint venture, employment relationship or agency relationship between the parties.

A person who is not a party to the agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

These terms and the written proposal form the entire agreement between the parties. Each party confirms that it has not relied on a statement not contained in the agreement, although nothing limits liability for fraud.

Any change to an engagement must be agreed in writing.

29. Resolving concerns

If you are dissatisfied with the services, please tell us promptly so that we have a reasonable opportunity to investigate and address the concern.

Before starting court proceedings, both parties will attempt in good faith to resolve the dispute through discussion between authorised representatives.

This does not prevent either party from seeking urgent legal relief where necessary.

30. Governing law and jurisdiction

These terms and each engagement are governed by the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction over any dispute or claim arising from or connected with them.

31. Changes to these terms

We may update these terms from time to time.

The version applying to an engagement is the version in force when that engagement is formed, unless a later version is expressly agreed by both parties in writing.