Terms of Use

These Terms of Use ("Terms") govern the access to and use of the Karbon Platform by PLANET SUSTECH PRIVATE LIMITED ("Planet Sustech", "we", "our", or "us"). By accessing or using the Platform, you agree to be bound by these Terms.

These Terms apply to both:

Cloud-hosted (Software-as-a-Service or "SaaS") deployments hosted by Planet Sustech; and
On-Premise deployments installed within infrastructure owned or managed by the Client.

These Terms supplement the applicable Services Agreement, Subscription Agreement, License Agreement, Order Form, Statement of Work, or any other commercial agreement entered into between Planet Sustech and the Client ("Services Agreement"). In the event of any conflict between these Terms and the Services Agreement, the Services Agreement shall prevail.

1. Definitions

For the purposes of these Terms:

"Planet Sustech," "we," "us," or "our" refers to PLANET SUSTECH PRIVATE LIMITED, a company incorporated under the laws of India.

"Karbon Platform," "Platform," means Planet Sustech's Environmental, Social and Governance (ESG) software platform, including all related applications, dashboards, APIs, modules, documentation, updates, and associated services, whether delivered as a cloud-hosted solution or deployed within the Client's infrastructure.

"Client" or "Customer" means the organization that has entered into a license, subscription, implementation, or services agreement with Planet Sustech.

"User" or "you" means an employee, contractor, consultant, or other individual authorized by the Client to access and use the Platform.

"Client Data" means all data, documents, records, reports, files, and other information uploaded to, stored in, or processed through the Platform by or on behalf of the Client.

"Services Agreement" means the commercial agreement, subscription agreement, license agreement, order form, statement of work, or other written agreement between Planet Sustech and the Client.

2. Acceptance of Terms

By accessing or using the Karbon Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy (where applicable), and any applicable Services Agreement between your organization and Planet Sustech.

If you are using the Platform on behalf of an organization, you represent that you are authorized to do so and that your organization agrees to be bound by these Terms. These Terms constitute a legally binding agreement between Planet Sustech and both the Client and its authorized Users.

If you do not agree to these Terms, you must immediately stop using the Platform and notify your organization's administrator.

3. Account Access and Security

3.1 Account Provisioning

Access to the Platform is provided only to Users authorized by the Client.

Depending on the deployment model, user accounts may be:

created by Planet Sustech,
provisioned by the Client's designated administrators,
synchronized through Single Sign-On (SSO), Identity Providers, or directory services, or
managed using other mutually agreed authentication methods.

Planet Sustech does not permit public self-registration unless expressly agreed in writing.

3.2 User Responsibilities

Users shall:

provide accurate information where required;
maintain the confidentiality of login credentials;
promptly report suspected unauthorized access;
use the Platform only for authorized business purposes

Users are responsible for all activities performed using their accounts unless unauthorized use results from Planet Sustech's negligence or security failure

3.3 Client Administration

The Client is responsible for:

granting and revoking user access;
assigning appropriate user roles;
managing permissions;
disabling inactive accounts; and
ensuring only authorized personnel access the Platform.

Planet Sustech reserves the right to suspend or disable user accounts that violate these Terms or applicable law.

4. Acceptable Use

The Platform shall be used solely for legitimate business purposes and in accordance with applicable laws.

Users shall not:

access the Platform without authorization;
interfere with the operation or security of the Platform;
upload malware, viruses, ransomware, or malicious code;
use the Platform for unlawful or fraudulent purposes;
attempt unauthorized access to any systems or data;
interfere with the Platform or related infrastructure;
reverse engineer, decompile, or disassemble the Platform except where permitted by applicable law;
upload unlawful, fraudulent, defamatory, or infringing content;
use automated tools or bots without Planet Sustech's written authorization;
copy, reproduce, modify, distribute, sublicense, lease, rent, or commercially exploit the Platform except as expressly permitted;

The Platform shall be used solely for legitimate business purposes and in accordance with applicable laws. Unauthorized use may result in suspension or termination of access and legal action.

5. Intellectual Property

5.1 Ownership

The Platform, including its software, source code, object code, architecture, algorithms, user interfaces, documentation, trademarks, logos, designs, graphics, reports, templates, and other intellectual property, is owned by Planet Sustech or its licensors.

Except for the limited rights expressly granted under these Terms and the applicable Services Agreement, no ownership or intellectual property rights are transferred to the Client or any User.

5.2 License

Subject to compliance with these Terms and the applicable Services Agreement, Planet Sustech grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform solely for its internal business operations.

6. Client Data and Privacy

The Client retains ownership of all Client Data.

Planet Sustech shall process Client Data solely for the purpose of:

providing the Platform;
maintaining the Platform;
providing customer support;
implementing requested services;
complying with applicable law; and
fulfilling obligations under the Services Agreement.

Planet Sustech does not claim ownership over Client Data.

For Cloud deployments, Client Data may be hosted by Planet Sustech or its approved infrastructure providers.

For On-Premise deployments, Client Data generally remains within infrastructure controlled by the Client. Planet Sustech shall access such data only when authorized by the Client for implementation, maintenance, troubleshooting, or support.

Each party shall comply with applicable data protection and privacy laws relevant to its responsibilities.

7. Platform Availability and Support

7.1 Cloud Deployment

Planet Sustech will use commercially reasonable efforts to maintain the availability of the hosted Platform.

Availability may be affected by:

scheduled maintenance;
emergency maintenance;
internet connectivity;
third-party service providers; or
events beyond Planet Sustech's reasonable control.

Planet Sustech does not guarantee uninterrupted or error-free availability.

7.2 On-Premise Deployment

For On-Premise deployments, Platform availability depends upon the Client's infrastructure, hardware, operating systems, networking, databases, cloud providers (if applicable), and third-party software.

Planet Sustech shall not be responsible for outages or performance issues arising from systems outside its reasonable control.

7.3 Updates

Planet Sustech may release:

software updates;
security patches;
bug fixes;
enhancements; and
new functionality.

For On-Premise deployments, installation of updates may require coordination with the Client and shall be governed by the applicable Services Agreement.

8. Security Responsibilities

8.1 Cloud Deployment

For Cloud deployments, Planet Sustech is responsible for implementing reasonable security measures for the Platform environment managed and controlled by Planet Sustech.

Such measures may include access controls, authentication mechanisms, monitoring, security updates, vulnerability management, and other safeguards appropriate for providing the Services.

Planet Sustech is not responsible for security issues arising from factors outside its reasonable control, including Client devices, User credentials, internet connectivity, third-party applications, or Client-controlled access practices.

8.2 On-Premise Deployment

For On-Premise deployments, security responsibilities are shared between Planet Sustech and the Client based on the respective environments controlled by each party.

Planet Sustech is responsible for applying reasonable security practices in the development, maintenance, and delivery of the Karbon Platform software provided by Planet Sustech.

The Client is responsible for securing and maintaining the environment in which the Platform is deployed, including:

infrastructure security;
network security;
operating system maintenance;
firewall configuration;
database administration;
backup and disaster recovery, unless otherwise agreed in writing;
endpoint security;
user access management; and
compliance with the Client's internal IT and security policies.

The Client shall ensure that only authorized Users access the Platform and shall promptly notify Planet Sustech of any suspected unauthorized access, security incident, or misuse of the Platform.

Planet Sustech shall not be responsible for security incidents, data loss, or service interruptions caused by Client-controlled infrastructure, configurations, third-party systems, or circumstances outside Planet Sustech's reasonable control.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Planet Sustech shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, business opportunities, goodwill, anticipated savings, or other intangible losses arising out of or relating to these Terms, the Platform, or the Services.

Planet Sustech shall not be liable for any loss, damage, or claim arising from or relating to:

inability to access or use the Platform;
unauthorized access, misuse, alteration, or loss of Client Data or systems, except to the extent directly caused by Planet Sustech's failure to comply with its express obligations under these Terms or the applicable Services Agreement;
failures, interruptions, vulnerabilities, or security issues arising from third-party software, infrastructure providers, cloud service providers, internet services, or other external systems;
Client configuration errors, unauthorized modifications, improper use, or failure to follow recommended practices;
issues arising from Client-controlled infrastructure, systems, or configurations in On-Premise deployments; or
events beyond Planet Sustech's reasonable control.

Except where prohibited by applicable law or expressly agreed otherwise in the applicable Services Agreement, Planet Sustech's total aggregate liability arising out of or relating to these Terms, the Platform, or the Services shall not exceed the fees actually paid by the Client to Planet Sustech under the applicable Services Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, or any liability that cannot be excluded or limited under applicable law.

10. Warranty Disclaimer

Except as expressly stated in the applicable Services Agreement, the Platform is provided on an "AS IS" and "AS AVAILABLE" basis.

Planet Sustech disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability.

Planet Sustech does not warrant that:

the Platform will operate without interruption;
defects will be corrected immediately;
the Platform will be free from harmful components; or
the Platform will meet every specific business requirement of the Client.

The Client acknowledges that no software platform is entirely free from defects and agrees that minor errors or interruptions shall not constitute a breach of these Terms.

11. Fees, Billing, and Refunds

Fees, payment terms, billing cycles, subscription renewals, licensing terms, implementation fees, and other commercial terms are governed by the applicable Services Agreement entered into between Planet Sustech and the Client.

Unless otherwise expressly agreed in writing:

subscription fees are non-refundable;
Implementation, onboarding, configuration, training, integration, and professional services fees are non-refundable once such services have commenced.
Licensing fees for On-Premise Deployments are non-refundable except where required by applicable law.
The Client may cancel its subscription or elect not to renew it in accordance with the applicable Services Agreement. Unless otherwise agreed, no refunds shall be provided for the current billing period, and access to the Platform will continue until the end of the applicable subscription term.
Billing disputes relating to invoicing errors must be reported to Planet Sustech within a reasonable period after receipt of the applicable invoice and will be reviewed in good faith.

Nothing in this Section limits any rights or remedies expressly provided under the applicable Services Agreement or applicable law.

For assistance regarding billing, subscriptions, licensing, invoices, or Platform functionality, Clients may contact Planet Sustech using the contact details provided in these Terms.

Planet Sustech may revise its pricing, billing practices, or refund policy from time to time. Any such changes shall apply prospectively and, unless otherwise agreed in writing, shall become effective upon renewal of the applicable subscription term or as otherwise communicated to the Client.

12. Termination

12.1 Termination by Client

The Client may terminate its right to use the Platform in accordance with the applicable Services Agreement.

Termination of an individual User's account does not terminate the Services Agreement between Planet Sustech and the Client.

12.2 Termination by Planet Sustech

Planet Sustech may suspend or terminate access to the Platform, in whole or in part, if:

the Client or any User materially breaches these Terms or the applicable Services Agreement;
continued access poses a security risk to the Platform or other clients;
payment obligations remain outstanding as provided under the applicable Services Agreement;
use of the Platform violates applicable laws or regulations; or
Planet Sustech is required to do so by law or a competent governmental authority.

Where reasonably practicable, Planet Sustech will provide prior notice of suspension or termination and an opportunity to remedy the breach, except where immediate action is necessary to protect the Platform, comply with legal obligations, or prevent security incidents.

12.3 Effect of Termination

Upon termination or expiration of these Terms or the applicable Services Agreement:

all rights granted to the Client and its Users to access or use the Platform shall immediately cease, unless otherwise agreed in writing;
each party shall comply with its obligations regarding the return, deletion, or retention of Client Data in accordance with the applicable Services Agreement and applicable law; and
provisions relating to intellectual property, payment obligations, limitation of liability, warranty disclaimers, governing law, waiver, confidentiality (where applicable), and any other provisions intended to survive termination shall remain in effect.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

Subject to any dispute resolution procedure agreed in the applicable Services Agreement, the courts located in Mumbai, Maharashtra, India shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms.

14. Changes to these Terms

Planet Sustech may update or modify these Terms from time to time to reflect changes in applicable laws, business practices, security requirements, or the functionality of the Platform.

Updated Terms shall become effective upon publication on the Platform or upon notification to the Client, unless otherwise specified.

The Client is responsible for ensuring that its authorized Users are aware of and comply with the most current version of these Terms.

Continued use of the Platform after the effective date of any revised Terms constitutes acceptance of the updated Terms.

15. Force Majeure

Neither Planet Sustech nor the Client shall be liable for any delay or failure in performing its obligations under these Terms to the extent such delay or failure results from events beyond its reasonable control, including but not limited to acts of God, natural disasters, floods, fires, earthquakes, epidemics, pandemics, war, terrorism, civil unrest, strikes or labour disputes, governmental actions, changes in law, failure of telecommunications or internet service providers, widespread cyber-attacks, power outages, or other events beyond the reasonable control of the affected party.

The affected party shall use commercially reasonable efforts to mitigate the effects of such event and resume performance as soon as reasonably practicable.

16. Waiver

No failure or delay by either Planet Sustech or the Client in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy.

Any waiver shall be effective only if made expressly in writing by the party granting the waiver.

A waiver of any breach or default shall not constitute a waiver of any subsequent or continuing breach or default.

17. Severability and Entire Agreement

17.1 Severability

If any provision of these Terms is held by a court or competent authority to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable or, if modification is not possible, shall be severed from these Terms.

The remaining provisions shall continue in full force and effect.

17.2 Entire Agreement

These Terms, together with the applicable Services Agreement and any documents expressly incorporated by reference, constitute the entire agreement between Planet Sustech and the Client regarding access to and use of the Platform.

In the event of any inconsistency between these Terms and the applicable Services Agreement, the applicable Services Agreement shall prevail to the extent of the inconsistency.

18. Contact Information

For any questions regarding these Terms, please contact:

PLANET SUSTECH PRIVATE LIMITED

Email: info@planetsustech.com

Website: https://planetsustech.com

Corporate Address: 404, Janki Centre Premises CHS Ltd, Off Veera Desai Road, Andheri West, Mumbai, Maharashtra 400053, India.