Terms of Service

ArgonGate Ltd.

Last updated: March 2026

1. Agreement and Definitions

These Terms of Service (“Terms”) constitute a legally binding agreement between you and ArgonGate Ltd. (Company No. 16771850, registered at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, England and Wales) (“we”, “us”, “our”, “ArgonGate”) governing your access to and use of the ArgonGate website at argongate.com and our carbon reporting SaaS platform (the “Service”).

By creating an account, subscribing to a plan, or otherwise accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, and any applicable Data Processing Agreement (DPA). If you are agreeing on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

If you do not agree to these Terms, do not use the Service.

1.1 Key definitions

“Customer” means the individual or organisation that subscribes to the Service.

“Authorised User” means any individual granted access to the Service by the Customer.

“Customer Data” means all data uploaded, entered, or generated by the Customer or its Authorised Users within the Service, including CBAM compliance data, emission calculations, and reports.

“Subscription” means the paid plan selected by the Customer, as described in Section 5.

“CBAM” means the Carbon Border Adjustment Mechanism as established by Regulation (EU) 2023/956 and its implementing and delegated acts.

2. Eligibility and Account

You must be at least 18 years old and have the legal capacity to enter into binding agreements to use the Service. If you are using the Service on behalf of an organisation, you represent that you are duly authorised to do so.

You are responsible for:

Providing accurate and complete registration information and keeping it up to date.

Maintaining the confidentiality of your account credentials (including passwords, and any tokens or API keys we expressly issue to you for use with the Service).

All activity that occurs under your account, whether or not authorised by you.

Promptly notifying us at privacy@argongate.com (or, for security vulnerability reports, info@argongate.com) if you suspect any unauthorised access to your account or a security issue.

We reserve the right to suspend or disable any account that we reasonably believe has been compromised or is being used in violation of these Terms.

3. Permitted Use and Restrictions

Subject to these Terms and your active Subscription, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes related to CBAM compliance.

3.1 You agree not to:

Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.

Copy, modify, or create derivative works based on the Service or its underlying technology.

Resell, sublicense, lease, or redistribute the Service or any output thereof to third parties, unless expressly permitted in writing.

Use the Service in a way that could harm, disable, overburden, or impair our infrastructure or interfere with other users’ use.

Upload data or content that is illegal, infringing, defamatory, malicious, or harmful.

Attempt to gain unauthorised access to any part of the Service, its systems, or networks.

Use the Service in violation of any applicable law or regulation, including EU CBAM regulations, trade sanctions, or export control laws.

Use automated means (bots, scrapers) to access the Service without our prior written consent, except for standard browser or client behaviour when using the Service as intended.

We may suspend or terminate your access immediately if you breach any of the above restrictions.

4. Customer Data and Intellectual Property

4.1 Ownership of Customer Data

You retain all ownership rights in your Customer Data. We claim no ownership over data you upload to or generate within the Service.

4.2 Licence to ArgonGate

You grant us a limited, non-exclusive, worldwide licence to use, store, process, and display your Customer Data solely as necessary to:

Provide, operate, and maintain the Service, including generating CBAM reports and calculations on your behalf.

Improve the Service, provided that we use only aggregated and anonymised data (which cannot be re-identified to you or any individual) for this purpose.

Comply with applicable laws.

This licence terminates when your Customer Data is deleted in accordance with Section 12.

4.3 ArgonGate intellectual property

The Service, including all software, algorithms, interfaces, documentation, branding, and content provided by ArgonGate (excluding Customer Data), is and remains the exclusive property of ArgonGate or its licensors. These Terms do not transfer any ownership or intellectual property rights to you, except the limited right of use granted in Section 3.

Any feedback, suggestions, or ideas you provide about the Service may be used by us without restriction or compensation.

5. Subscription, Billing, and Payment

5.1 Subscription plans

The Service is offered on a subscription basis. Details of available plans, features, and pricing are published on our website at argongate.com/pricing and may be updated from time to time. The plan you select at the time of subscription (or most recent renewal) governs your access.

5.2 Billing cycle

Subscriptions are billed in advance on a monthly or annual basis, depending on the plan selected. Unless otherwise stated, all fees are quoted in Euros (€) and are exclusive of applicable taxes (including VAT).

5.3 Automatic renewal

Your Subscription will automatically renew at the end of each billing cycle at the then-current rate, unless you cancel before the renewal date. We may send renewal or payment reminders by email where we or our payment provider configure them. You may cancel auto-renewal at any time from your account settings or by contacting us.

5.4 Price changes

We may adjust pricing for future billing cycles. We will notify you of any price increase at least 30 days before it takes effect. If you do not agree with the new pricing, you may cancel your Subscription before the next renewal date. Continued use after the price change constitutes acceptance.

5.5 Payment method

Payments are processed by our third-party payment processor, Stripe. By providing payment information, you authorise us (via Stripe) to charge the applicable fees to your designated payment method. You are responsible for keeping your payment information current.

5.6 Failed payments

If a payment fails, you may receive notices from us and/or our payment processor, and the charge may be retried according to the processor’s rules. We may update your account to reflect non-payment (for example, marking the subscription as past due) and may restrict or suspend access to the Service if payment remains outstanding. We will use reasonable efforts to notify you before suspending access for non-payment, except where immediate action is warranted for security, fraud prevention, or legal reasons. If you have a separate written agreement with us (such as an enterprise order form), its payment and suspension terms may apply instead where they differ.

5.7 Refunds

Annual Subscriptions are eligible for a pro-rata refund if cancelled within 14 days of purchase or renewal, provided you have not generated any CBAM reports during that period. Monthly Subscriptions are non-refundable. Refund requests should be sent to support@argongate.com.

5.8 Taxes

You are responsible for all applicable taxes. If we are required to collect VAT or other taxes, these will be added to your invoice. If you are exempt, you must provide valid exemption documentation.

6. Free Trial and Beta Access

We may offer free trials or beta access to certain features at our discretion. During a free trial or beta period:

The Service is provided “as is” with no warranties or service level commitments.

We may limit features, capacity, or duration.

We may terminate the trial or beta at any time with 7 days’ notice.

At the end of the trial, your account will be converted to a paid Subscription or downgraded, as applicable. We will notify you before any conversion.

7. Service Availability and Support

7.1 Availability target

We target 99.5% uptime for the Service, measured on a monthly basis, excluding scheduled maintenance. “Uptime” means the Service is accessible and materially functional. This is a target, not a guarantee, unless a separate Service Level Agreement (SLA) has been agreed in writing.

7.2 Scheduled maintenance

We will use reasonable efforts to schedule maintenance during low-usage hours (weekends, 02:00–06:00 CET) and to provide at least 48 hours’ advance notice via email or in-app notification. Emergency maintenance may occur without advance notice.

7.3 Support

We provide customer support via email (support@argongate.com) during business hours (Monday–Friday, 09:00–18:00 CET, excluding public holidays). Response times depend on your Subscription plan. We do not guarantee resolution times.

8. CBAM-Specific Disclaimers

This section is critical. Please read it carefully.

The Service is designed to assist with CBAM compliance calculations, report preparation, and data management. However:

Not regulatory advice: The Service does not constitute legal, tax, regulatory, or professional advice. CBAM calculations and reports generated by the Service are for informational and reporting support purposes only.

No guarantee of accuracy: While we use commercially reasonable efforts to ensure the accuracy of calculations based on the data you provide and the applicable emission factors, we do not warrant that any calculation, report, or output is error-free, complete, or compliant with current or future EU regulations.

Your responsibility: You are solely responsible for: (i) the accuracy and completeness of the data you input; (ii) reviewing and verifying all outputs before submission to any authority; (iii) ensuring that your CBAM declarations comply with Regulation (EU) 2023/956 and its implementing acts; and (iv) seeking independent professional advice where necessary.

Regulatory changes: EU CBAM regulations, implementing rules, emission factors, and default values are subject to change. We will use reasonable efforts to update the Service to reflect material regulatory changes, but we cannot guarantee that updates will be implemented before new rules take effect.

No liability for penalties: ArgonGate shall not be liable for any fines, penalties, customs duties, additional CBAM certificates, or other financial consequences arising from your reliance on the Service, whether caused by data input errors, calculation inaccuracies, regulatory changes, or service interruptions. This limitation applies to the fullest extent permitted by law.

You acknowledge that CBAM compliance is ultimately your responsibility as the declarant or importer of record, and that the Service is a tool to assist — not replace — your compliance obligations.

9. General Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the above, we do not warrant that:

The Service will be uninterrupted, timely, secure, or error-free.

The results obtained from the Service will be accurate, reliable, or complete.

Any defects will be corrected within a specific timeframe.

Nothing in these Terms excludes warranties that cannot be excluded under applicable law (e.g. the implied terms in the UK Consumer Rights Act 2015, to the extent applicable).

10. Limitation of Liability

10.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARGONGATE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on liability

Our total aggregate liability for all claims arising out of or relating to the Service or these Terms shall not exceed the greater of:

the total fees paid by you to ArgonGate during the twelve (12) months immediately preceding the event giving rise to the claim; or

one hundred Euros (€100).

10.3 Exceptions

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded under applicable law (including, for UK consumers, liability under the Consumer Rights Act 2015).

10.4 Essential basis

The limitations in this Section 10 reflect the allocation of risk between the parties and are an essential basis of the bargain. The Service would not be provided without these limitations.

11. Indemnification

11.1 Your indemnification of ArgonGate

You agree to indemnify, defend, and hold harmless ArgonGate, its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to:

Your use of the Service or any content you upload or submit.

Your breach of these Terms or any applicable law.

Your violation of any third-party rights, including intellectual property or privacy rights.

Inaccurate, incomplete, or misleading data you provide to the Service.

11.2 ArgonGate’s indemnification of you

We will indemnify you against any third-party claim that the Service (as provided by us) infringes a valid intellectual property right, provided that: (a) you notify us promptly; (b) you give us sole control of the defence and settlement; and (c) you provide reasonable cooperation. This indemnity does not apply to claims arising from your Customer Data, your modifications, or use in combination with non-ArgonGate products.

12. Term, Termination, and Data

12.1 Term

These Terms are effective from the date you first access or use the Service and continue until terminated in accordance with this section.

12.2 Termination by you

You may cancel your Subscription by contacting us at support@argongate.com, or through any self-service billing or cancellation tools we make available in the Service (for example account or billing settings, or a payment provider customer portal, if enabled). Unless we tell you otherwise, cancellation takes effect at the end of the current billing period. You will retain access to the Service until the end of the period you have already paid for, where applicable.

12.3 Termination by ArgonGate

We may suspend or terminate your access to the Service:

For cause: immediately, if you materially breach these Terms (including non-payment for more than 30 days), engage in illegal activity, or pose a security risk.

For convenience: with at least 60 days’ written notice, in which case we will provide a pro-rata refund of any prepaid fees for the unused portion of your Subscription.

Service discontinuation: If we discontinue the Service entirely, we will provide at least 90 days’ notice and a pro-rata refund.

12.4 Effect of termination

Upon termination:

Your right to access and use the Service ceases immediately (or at the end of the paid period, for voluntary cancellation).

You may request an export of your Customer Data in a machine-readable format (CSV/JSON) within 30 days of termination, free of charge.

After the 30-day export window, we will delete your Customer Data within 60 days, unless longer retention is required by law or our Privacy Policy.

Provisions that by their nature should survive termination will survive, including: Sections 4.3 (IP), 8 (CBAM Disclaimers), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 13 (Governing Law), and 14 (General).

13. Governing Law and Dispute Resolution

13.1 Governing law

These Terms and any disputes arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

13.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, subject to any mandatory consumer protection laws in your jurisdiction that cannot be overridden.

13.3 Informal resolution

Before initiating any formal proceedings, both parties agree to attempt to resolve disputes informally by contacting the other party and negotiating in good faith for at least 30 days.

Mandatory arbitration prior to court proceedings. Before applying to the courts of England and Wales, disputes shall first be submitted on a mandatory basis to arbitration under ISTAC (Istanbul Arbitration Centre) rules. If the arbitration process does not result in a final resolution, court proceedings may then be initiated.

14. General Provisions

14.1 Entire agreement

These Terms, together with the Privacy Policy (including its description of hosting, sub-processors, and data processing) and any applicable DPA or order form, constitute the entire agreement between you and ArgonGate regarding the Service and supersede all prior agreements, understandings, and communications.

14.2 Amendments

We may modify these Terms from time to time. We will post the updated version on this page and update the “Last updated” date. For material changes, we will notify you by email and/or a prominent notice in the Service at least 30 days before the changes take effect. Continued use after the effective date constitutes acceptance. If you do not agree, you may terminate your Subscription before the changes take effect.

14.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, and the remaining provisions shall continue in full force and effect.

14.4 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any term shall not be deemed a waiver of any subsequent breach.

14.5 Assignment

We may assign or transfer these Terms (or any rights or obligations hereunder) to an affiliate or in connection with a merger, acquisition, or sale of assets, provided the assignee agrees to be bound by these Terms. You may not assign these Terms without our prior written consent.

14.6 Force majeure

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay results from circumstances beyond its reasonable control, including but not limited to: natural disasters, war, terrorism, pandemics, government actions, power outages, internet disruptions, third-party infrastructure failures, or changes in applicable law or regulation. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected Subscription with a pro-rata refund.

14.7 Notices

Notices to ArgonGate must be sent to legal@argongate.com. Notices to you will be sent to the email address associated with your account. Notices are deemed received when sent (for email) or when posted (for in-Service notices).

14.8 Third-party rights

Nothing in these Terms is intended to confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

15. Contact

If you have any questions about these Terms, please contact us:

ArgonGate Ltd.

Registered Address: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom

Company Number: 16771850

Legal and contractual notices: legal@argongate.com

Privacy and data protection: privacy@argongate.com

Product support: support@argongate.com

General enquiries: burkan@argongate.com

Phone: +90 554 349 72 87