Terms and Conditions

Heads of Agreement

Between

[{{company_name}} whose address is {{address}}]

And

BRANCHING OUT DIGITAL LIMTED t/a Carbon Free Dining (An English Private Company Limited – Registered With Company No. : 08887943) whose Registered Office Address is Hollinwood Business Centre, Albert Street, Oldham, Manchester OL8 3QL

1. Introduction

1.1 These Heads of Agreement sets out the mutual understanding of the key terms of an envisaged long-form contract as proposed to be entered into between Carbon Free Dining (“CFD”) and {{company_name}} (“{{abbreviated_company_name}}”) (the “parties”), which is proposed so as to allow an option for {{abbreviated_company_name}} to act as a conduit on behalf of donations from its end customers who wish to ensure the planting of trees on those end customer’s behalf so as to counter-balance the associated environmental impact of that end customer’s purchase of {{abbreviated_company_name}}’s products/services. This will form part of {{abbreviated_company_name}}’s “Carbon Free Dining” certification which is envisaged to be marketed to {{abbreviated_company_name}}’s end customers using the ‘Lightspeed Restaurant Software’ which CFD will provide to {{abbreviated_company_name}} (subject to {{abbreviated_company_name}} hereby agreeing to observe all relevant Lightspeed Terms and Conditions), in part (on CFD’s behalf) so as to allow administrative ease of collection of donations and related accounting .

1.2 These Heads of Agreement are intended to be :

1.2.1 legally binding on the parties; and

1.2.2 personal to the parties (such that they may not be assigned or transferred by either party without the prior written consent of the other party).

1.3 Each person purporting to enter into these Heads of Agreement warrants that he/she has the authority to enter into these Heads of Agreement (on behalf of the party that they represent) and that once signed by him/her, it will be legally binding (upon the party that they represent).

1.4 Each party will bear its own costs in terms of entering into these Heads of Agreement.

2. General Intention

2.1 {{abbreviated_company_name}} agrees that it will actively participate in the relevant CFD initiative in a bona fides manner.

2.2 By participating with CFD, unless a client (only) declines the option, {{abbreviated_company_name}} will add a voluntary £0.99/€0.99/$1.25 USD donation on behalf of its end customer to each bill/invoice/purchase passing through its ‘Lightspeed Restaurant Software’ electronic point of sale system.

2.3 {{abbreviated_company_name}} authorise Lightspeed to regularly provide to CFD the relevant data which details the number of bills both (i) which included; and (ii) which opted out of, the £0.99/€0.99/$1.25 USD donation – so as to allow CFD to calculate the number of trees which CFD should plant upon its end customers’ behalf for the relevant period, based upon the date provided.

2.4 CFD will facilitate the planting of a single tree for every Ninety Nine British Pence/Ninety Nine European Cents/One Hundred and Twenty Five United States Cents (£0.99/€0.99/$1.25 USD) donation by {{abbreviated_company_name}}’s end customers, within seven (≤7) days of payment by {{abbreviated_company_name}} (on its end customers’ behalf) of the relevant sum(s) to CFD. If CFD subcontracts any of its obligations under this Heads of Agreement, including (but not limited to) the effecting of the tree planting, it will remain primarily liable to {{abbreviated_company_name}} for all its obligations under these Heads of Agreement.

2.5 CFD will subsequently promptly acknowledge to {{abbreviated_company_name}} by way of a formal donation receipt for sums of money received by CFD reflecting such number of trees as are to be planted.

2.6 Carbon sequestration rates are based on research by Dr Lester R. Brown and will be independently verified by EquitableLaw.com (CFD’s English Solicitors).

3. Role of the partners

3.1 CFD will;

3.1.1 upon agreement with {{abbreviated_company_name}}, actively promote their relationship with {{abbreviated_company_name}};

3.1.2 assist with submitting for {{abbreviated_company_name}} environmental awards relating to their involvement with CFD;

3.1.3 supply at its cost a unique landing page on its website (for example www.carbonfreedining.org/{{abbreviated_company_name}}), detailing the Carbon Free Dining initiative, tree planting information and expected CO2 sequestration from the programme;

3.1.4 authorise the use of CFD branding for to {{abbreviated_company_name}} use on the web, in print and in the media;

3.1.5 authorise the use of CFD branding by {{abbreviated_company_name}} customers, when used in conjunction with {{abbreviated_company_name}}’s own programme branding;

3.1.6 use a network of reputable non-government organisations and charities to plant all {{abbreviated_company_name}}’s end customers’ trees;

3.1.7 order and pay for all {{abbreviated_company_name}} trees within twenty eight (≤ 28) days of receiving payment via {{abbreviated_company_name}};

3.2 {{abbreviated_company_name}} will:

3.2.1 promptly arrange the payment of its end customers donations to CFD within fourteen (≤ 14) days of the start of each calendar month;

3.2.2 market and operate its ‘Carbon Free Dining’ initiative to its end customers so as to ensure maximised participation;

3.2.3 actively promote their relationship with CFD (where appropriate); and

3.2.4 authorise the use of {{abbreviated_company_name}} branding for CFD to use on agreed web pages, print and in the media.

4. Duration, Termination and Breach

4.1 These Heads of Agreement shall operate indefinitely on a rolling basis, from the period they are entered into and for a minimum period of 30 days thereafter, unless and until terminated in accordance with the remainder of this paragraph 4.

4.2 Either party may terminate these Heads of Agreement, by giving not less than ninety (≥90) days’ written notice to the other party, expiring at any time on or after the minimum period referred to (save that if both parties agree in writing to terminate these Heads of Agreement, termination may be mutually agreed within a shorter notice period).

4.3 During any notice period, both parties agree to continue to execute their roles (as laid out in section 3 of these Heads of Agreement).

4.4 In the event that {{abbreviated_company_name}} becomes insolvent, goes into administration, or ceases or is unable to trade for any reason, this agreement will immediately terminate upon CFD’s written notice.

4.5 In the event that CFD becomes insolvent, goes into administration, is unable to undertake tree planting on {{abbreviated_company_name}}’s end customers’ behalf or ceases or is unable to trade for any reason, this agreement will immediately terminate upon {{abbreviated_company_name}}’s written notice.

5. Due Diligence

Upon receiving cleared funds from {{abbreviated_company_name}}, CFD will forthwith arrange for an appropriate verification letter to be issued by its English Solicitors (EquitableLaw.com), confirming the appropriate use of {{abbreviated_company_name}}’s diners’ donations for the purpose for which it was intended.

6. Choice of Law / Jurisdiction Etc.

6.1 This Heads of Agreement will be subject to English law and the parties submit to the non-exclusive jurisdiction of the Courts of England

6.2 If a court finds any provision of these Heads of Agreement invalid or unenforceable, the remainder of these Heads of Agreement shall be interpreted so as best to effect the intent of the parties.