These Supplier Terms of Service (“Supplier Terms”) govern the access to and use of the carbon accounting platform, APIs, and associated services (the “Platform”) operated by Terrascope Pte. Ltd. (“Company”, “we”, “us”, or “our”) by suppliers (“Supplier”, “you”, or “your”) who upload, input, or integrate data at the request of or for the benefit of our corporate enterprise customers (“Enterprise Customers”).
By accessing the Platform, creating a supplier account, or uploading any information, you agree to be bound by these Supplier Terms. If you do not agree, you must not use the Platform.
1. Purpose of the Platform & Relationship
The Service: The Platform enables Enterprise Customers to measure, manage, and report their greenhouse gas (GHG) emissions, specifically including Scope 3 value chain emissions.
Your Role: You are accessing the Platform because an Enterprise Customer has identified you as a supplier and requested that you provide operational, energy, environmental, or transactional data (“Supplier Data”) to facilitate their carbon accounting.
No Customer Relationship: Your use of the Platform under these Supplier Terms does not make you a direct customer of the Company’s premium corporate features, unless you separately execute a Master Services Agreement (MSA) with us.
2. Supplier Data License & Ownership
Ownership: As between you and the Company, you retain all ownership rights, intellectual property, and titles to the Supplier Data you submit.
License to Company: You grant the Company a worldwide, royalty-free, non-exclusive, sublicensable, and fully paid-up license to host, process, store, reproduce, modify, and analyze the Supplier Data solely to:
Provide carbon accounting calculations, reports, and dashboards to the specific Enterprise Customer(s) that requested your data.
Maintain, optimize, and improve the Platform’s calculation engines and methodologies.
Anonymized & Aggregated Data: You agree that the Company may anonymize and aggregate your Supplier Data with data from other sources. The Company owns all rights to such anonymized, aggregated datasets, which may be used for industry benchmarking, statistical analysis, and improving emission factor models, provided that such data can never be reverse-engineered to identify you or your Enterprise Customers.
3. Data Accuracy & Compliance Representations
Carbon accounting is increasingly tied to strict global regulatory frameworks (e.g., EU Corporate Sustainability Reporting Directive (CSRD), Australia's Treasury Laws Amendment, US State/Federal disclosures).
Accuracy Warrant: You represent and warrant that all Supplier Data provided to the Platform is accurate, complete, and derived from reliable tracking methods (such as utility bills, fuel receipts, or verified activity logs) to the best of your knowledge.
No Intentional Misrepresentation: You explicitly agree not to intentionally provide fraudulent, artificially inflated, or deflated environmental impact data (commonly referred to as "greenwashing").
Correction: If you discover an error in any previously submitted Supplier Data, you agree to promptly correct it through the Platform interface or notify the Company.
4. Data Privacy & Cross-Border Transfers
Data Protection: To the extent that Supplier Data contains personal data (e.g., names, business emails, or user IDs of your employees), both parties will comply with the Singapore Personal Data Protection Act 2012 (PDPA) and, where applicable, the EU/UK General Data Protection Regulation (GDPA) and other global privacy laws.
Cross-Border Transfers: Because our Platform serves global Enterprise Customers, your Supplier Data may be processed in, or transferred to, data centers located outside of Singapore or your home jurisdiction (including the EU, US, and Australia). The Company ensures that all such transfers comply with appropriate legal safeguards (such as Standard Contractual Clauses where required).
5. Platform Acceptable Use
You agree that you will not:
Decompile, reverse-engineer, or attempt to extract the source code or proprietary emission factor calculation methodologies of the Platform.
Use any automated bots, scrapers, or scripts to extract data from the Platform without express written consent.
Upload any malicious code, viruses, or data designed to interrupt or corrupt the security of the Platform.
6. Confidentiality
Confidential Information: The Platform’s user interface, methodology insights, and any proprietary benchmarks provided to you are the Confidential Information of the Company. Your proprietary operational data is your Confidential Information.
Mutual Protection: Each party agrees to protect the other's Confidential Information with the same degree of care it uses for its own similar information (but no less than a reasonable standard) and use it strictly for the purposes outlined in these Supplier Terms.
7. Limitation of Liability & Indemnity
Disclaimers: The Platform provides carbon calculations based on global standards (e.g., GHG Protocol) and the inputs you provide. The Company does not guarantee that the calculations will satisfy specific third-party audit or regulatory requirements unique to your business. The Platform is provided "as-is."
Limitation of Liability: To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, or consequential damages (including loss of profits or regulatory fines faced by the Supplier) arising out of or in connection with these Supplier Terms.
Indemnity: You agree to indemnify and hold harmless the Company against any third-party claims, liabilities, or losses arising out of a material, intentional misrepresentation of environmental data provided by you that results in regulatory penalties or legal action against the Company or its Enterprise Customers.
8. Term and Termination
Term: These Supplier Terms remain in effect as long as you maintain an active supplier account or continue to provide data to the Platform.
Termination: You may stop using the Platform at any time. The Company reserves the right to suspend or terminate your access if we suspect a breach of these terms or security vulnerability.
Data Survival: Upon account deletion, the Company will remove your active profile. However, historical Supplier Data already integrated into an Enterprise Customer's generated, locked compliance reports will be retained within that report to preserve data auditability, subject to our retention policies and applicable law.
9. Governing Law and Dispute Resolution
Governing Law: These Supplier Terms, and any dispute arising out of them, shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to conflict of law principles.
Dispute Resolution: Any dispute arising out of or in connection with these terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English.