Version 1.0—Last Updated 9th August 2024
1.1. We are Biodiversity Exchange Limited (BNGx, we, our or us) and we operate the website BNGx.com which is an online platform to facilitate the sale and purchase of Biodiversity Units (as defined in paragraph 3) between land developers and landowners (Exchange). Our business address is c/o BDO LLP, Two Snowhill, 7th Floor, Birmingham, United Kingdom, B4 6GA.
1.2. These Terms (Terms) are the terms and conditions governing your access to, and use of, the Exchange.
1.3. Whether you are a buyer, seller or visitor, your access to, and use of, the Exchange implies your binding agreement to and acceptance of these Terms. If you do not agree with these Terms, please do not use the Exchange.
1.4. These Terms, along with the following additional policies, are the rules governing your rights and obligations in respect of the Exchange:
(together, the Policies).
2.1. You must be at least 18 years of age to use the Exchange. By using the Exchange, you represent and warrant that you meet this eligibility requirement.
2.2. In order to access certain features of the Exchange, you will need to register and create an account (Account). You agree to provide accurate and complete information during the Account registration process. If any of your details relevant to your Account change, you must update your information by logging into your Account.
2.3. You are responsible for your Account information and must keep it confidential and secure. This includes your login credentials, personal details, and any other information associated with your Account. If you know or suspect that anyone, other than you, knows your Account password, you should change it and let us know as soon as possible by using the "How You & Us Communicate" section below.
2.4. You are solely responsible for all activity on your Account. Your Account is personal to you and non-transferable. Users are prohibited from sharing or transferring their Accounts to others. These Terms are in place to uphold the integrity of individual Accounts and to ensure that each user is responsible for all activities on their Account.
2.5. By using the Exchange for commercial purposes (being wholly or partly for the purposes of a trade or profession) you will be a Business User (and references in these Terms to you and your includes you and the business or entity on behalf of which you are accessing or using the Exchange). If you are a Business User, the person using the Business User's Account must be, and will be deemed to be, an authorised representative of that business or entity with authority to bind it to these Terms and by opening an Account you agree to these Terms on behalf of the relevant business or entity.
3.1. The following words shall have the meanings set out below when used throughout these Terms:
| Name | Definition |
|---|---|
| Biodiversity Gain Objective | the biodiversity gain objective described in paragraph 2 of Schedule 7A to the Town and Country Planning Act 1990 |
| Biodiversity Unit | the right to allocate (having the meaning specified in the Biodiversity Gain Site Register Regulations 2024) the Specified Habitat Enhancement from a Gain Site(s) to a Development Site(s) on the Register |
| Business Day | a day on which banks are open for general, commercial business in London (excluding Saturdays, Sundays, and public holidays) |
| Buyer's Metric File | the buyer's metric file relating to their Development Site most recently uploaded to the Exchange |
| Completion Schedule | the schedule provided by BNGx to the buyer following payment of the Purchase Price and any relevant fees and which evidences the Specified Habitat Enhancement(s) in respect of the Biodiversity Unit(s) bought by the buyer pursuant to a Sale and Purchase Agreement |
| Cookies Policy | the cookies policy of the Exchange which is accessible here |
| Development | has the meaning given to such term in section 55(1) of the Town and Country Planning Act 1990 |
| Development Site | a Development which is required to fulfil the Biodiversity Gain Objective and to which a buyer intends to allocate a Specified Habitat Enhancement(s) |
| Gain Site | land owned by a seller on which there is the Specified Habitat Enhancement(s) |
| Metric | the statutory biodiversity metric and in the case of a Development Site the ‘Small Site Metric’, published by the Department for Food and Rural Affairs under paragraph 4 of Schedule 7A to the Town and Country Planning Act 1990 |
| Natural England Allocation Form | the form required to be filed in connection with an application to record the allocation of a Specified Habitat Enhancement(s) to a Development Site on the Register in accordance with Regulation 12(3)(b) of the Biodiversity Gain Site Register Regulations 2024 |
| Privacy Policy | the privacy policy of the Exchange which is accessible here |
| Purchase Price | the purchase price for the sale of Biodiversity Units under a Sale and Purchase Agreement, as specified in such Sale and Purchase Agreement |
| Register | has the meaning given to the term 'biodiversity gain site register' in the Biodiversity Gain Site Register Regulations 2024 |
| Register Entry | an entry in the Register in respect of the Gain Site incorporating the Specified Habitat Enhancement(s) which has been registered by a seller in accordance with Regulation 11 of the Biodiversity Gain Site Regulations 2024 |
| Sale and Purchase Agreement | an agreement between a seller and a buyer for the sale of Biodiversity Units (including fractions thereof) which comprises the "pro forma" agreement set out in Appendix 1 (Pro Forma Sale and Purchase Agreement) to these Terms as completed with the relevant details in the Transaction Summary (as defined therein) |
| Seller Policy | the policy applicable to sellers on the Exchange which is available on request from BNGx |
| Seller’s Metric File | the seller’s metric file related to a Gain Site, successfully registered on the Register, and most recently uploaded to the Exchange |
| Specified Habitat Enhancement | the habitat enhancement(s) of specified type(s), size(s) and condition(s) (each having the meanings specified in the Biodiversity Gain Site Register Regulations 2024) available for purchase in the Seller’s Metric File, as determined by the Exchange and which will be evidenced in the Completion Schedule |
| Stripe | an authorised third-party electronic money institution called Stripe Payments UK Limited |
| VAT |
|
4.1. The Exchange serves as a marketplace designed to enable sellers with registered Accounts to list and sell Biodiversity Units on the Exchange which can be searched for and purchased by buyers with registered Accounts. The Biodiversity Units listed on the Exchange must have been legally created and meet specific criteria outlined in the Environment Act 2021 (Environment Act) and associated regulations.
4.2. Access to and use of the Exchange is subject to certain conditions. Users must comply with all applicable laws and regulations and adhere to these Terms and the other Policies. Failure to do so may result in restricted access or termination of your Account.
4.3. Users are expected to use the Exchange in a manner that is consistent with its intended purpose. Any use that violates applicable laws and regulations, disrupts the functionality of the Exchange, or compromises the experience for others is strictly prohibited.
4.4. While we strive to provide a seamless experience, we do not guarantee constant availability or uninterrupted content due to various factors beyond our control. More information on how we will act in the event of a service interruption or other factors beyond our control is set out in paragraph 8 (Our Promises to You) below.
4.5. It is important to note that we do not directly participate in or control any transactions between buyers and sellers. The responsibility for the terms and conditions and successful completion of transactions lies solely with the involved parties and we are not responsible for any disputes or issues arising between them.
5.1. We refer sellers to the Seller Policy which sets out detail regarding listings and transactions on BNGx.com for sellers.
6.1. As a buyer, your Account on the Exchange serves as your primary representation to BNGx, and the Sale and Purchase Agreement serves as your primary representation to a prospective seller.
6.2. will need to read and have understood and agreed to the terms and conditions of the Sale and Purchase Agreement before proceeding with any sale or purchase of Biodiversity Units.
6.3. You agree that BNGx may update the terms and conditions of the "pro forma" Sale and Purchase Agreement annexed to these Terms as "Annex 1 – Pro Forma Sale and Purchase Agreement" by no less than 10 Business Days’ notice in accordance with paragraph 21 (Changes to these Terms and Sale and Purchase Agreement).
6.4. As a buyer, you acknowledge and agree that your purchase of Biodiversity Units does not operate as an endorsement or proof that your Biodiversity Gain Objective has been, or will be, discharged or amount to the grant of any other regulatory consent required by law.
6.5. You acknowledge that if you wish to buy Biodiversity Units, you must agree to these Terms and all of our Policies and that continued use of the Exchange will constitute such agreement.
6.6. You acknowledge that we strictly do not hold any funds in relation to the transactions that take place on the Exchange. All payments are processed through Stripe.
7.1. Each buyer must complete certain onboarding and authentication processes to activate their Account on the Exchange as stipulated by us. This is crucial to maintain the safety of the Exchange but also enables us to meet our own Know Your Customer (KYC) obligations and other legal requirements.
7.2. As an initial step in the purchase process, a buyer must upload its Buyer's Metric File which sets out its Biodiversity Gain Objective, providing honest and accurate information to the Exchange.
7.3. Following the uploading of a Buyer's Metric File, the provision of any other relevant information and on the instructions of the buyer, the Exchange will search the inventory of Biodiversity Units available for sale on the Exchange and, to the extent there is available inventory, may present the buyer with the package(s) of Biodiversity Units, together with the price of such package(s) based on listings from sellers on the Exchange, which the buyer may purchase (Package). Further information on how Packages are priced is included in paragraph 8 (Our Promises to You) below.
7.4. The listing by a seller of its Biodiversity Units on the Exchange constitutes its offer to sell the relevant Biodiversity Units to one or more buyers, who have not been identified at the point of listing, at the price specified in the listing and on the terms and conditions set out in the Sale and Purchase Agreement (the Offer(s)).
7.5. On being presented with a Package, the buyer may accept and agree to an Offer to purchase all of the Biodiversity Units in a Package by checking a box which states that it accepts the Offer (the Acceptance). For the avoidance of doubt, any Acceptance must be in relation to a whole Package.
7.6. A binding contract between the seller and the buyer for the sale of the Biodiversity Units on the terms and conditions of the Sale and Purchase Agreement will be concluded and exist upon the Acceptance by the buyer without any further action.
7.7. A seller may withdraw or change the terms of the Offer(s) at any time prior to an Acceptance, and if the Purchase Price is not paid within the period set out in the Sale and Purchase Agreement, the Sale and Purchase Agreement will automatically terminate in accordance with its terms.
7.8. Following payment of the Purchase Price in accordance with the terms of the Sale and Purchase Agreement, BNGx will promptly update the Buyer's Metric File using the information in the Completion Schedule and provide it to the buyer. More information on how and when this will be provided by BNGx is set out in paragraph 8 (Our Promises to You) below.
7.9. Each buyer agrees to sign and submit the relevant Natural England Allocation Form (which will be pre-filled by the Exchange) in connection with a sale of Biodiversity Units.
8.1. We present Packages to buyers that have been determined by our proprietary algorithm based on:
the information the buyer provides to us about it and its Development (including the Buyer's Metric File and any other information requested by us and supplied by the buyer);
the data lake of all Biodiversity Units available for sale on the Exchange;
the various criteria that the algorithm prioritises to produce different Packages, and which are clearly marked on the Packages presented to buyers, including but not limited to price; and
any other criteria specified by a buyer to be considered in the search (for example, to include or exclude certain sellers), which shall be clearly marked on the Package.
8.2. The total price of a Package is calculated based on the constituent pro rata prices of the Biodiversity Units in the Package, with the price of each Biodiversity Unit within the Package being determined by the relevant seller including (if applicable) any de minimis price set by the seller.
8.3. Any fees due from the buyer may be levied at the same time as the Purchase Price is paid under a Sale and Purchase Agreement.
8.4. Once the Exchange has updated a Buyer’s Metric File to reflect the completion of a sale of Biodiversity Units under a Sale and Purchase Agreement:
the total net gain shown for each habitat domain (being area, hedgerow, and watercourse) on the “Headline Results Sheet” shall be at least the total net gain of that domain as advertised on the Package; and
provided that the relevant Package was not advertised as “partial” when presented by us to the buyer, the trading rules that apply to such metric shall be indicated by the “Headline Results Sheet” to be satisfied.
8.5. We will add to the off-site sheets of the Buyer’s Metric File the baseline, enhancement and/or creation habitat records specified by the Completion Schedule(s) applicable to the relevant Sale and Purchase Agreement(s).
8.6. Promptly following payment of the Purchase Price under a Sale and Purchase Agreement, we will circulate:
(a) to the buyer and seller(s):
a notification by email of the successful completion of the sale;
copies of the completed Sale and Purchase Agreement between the buyer and that seller;
(b) to the buyer:
an updated copy of the Buyer's Metric File (described in more detail above);
copies of the Habitat Management and Monitoring Plan for each involved gain site, as provided by the seller;
copies of the Natural England Allocation Form as held by the Exchange, for each relevant Gain Site, pre-filled with:
(i) the buyer’s contact information as provided to the Exchange;
(ii) the name, consent to allocate and signature of the seller, dated as of the transaction date, as authorised by the seller;
(iii) the register number of the Gain Site;
(iv) the Development’s project name, planning reference and Local Planning Authority, as provided by the buyer; and
(v) for the purpose of the allocation, the habitat reference numbers, areas and lengths, each as specified in the relevant Completion Schedule.
8.7. Where the Sale and Purchase Agreement is terminated in accordance with clause 7 (Termination) thereof, we shall circulate to the buyer and seller:
notification by email of the buyer’s failure to complete the sale; and
copies of the cancelled Sale and Purchase Agreement which are clearly marked as "cancelled".
8.8. In the seller’s portfolio records on the Exchange, we shall mark as sold an amount of Biodiversity Units of each type, and any Specified Habitat Enhancement(s) included in a transaction’s Completion Schedule, as have been sold by such seller pursuant to Sale and Purchase Agreement(s).
8.9. We will instruct Stripe to transfer to the seller’s Stripe Connected Account the proceeds of any sale of Biodiversity Units (having deduced any relevant fees), as soon as practicable once the proceeds of that sale have settled with Stripe.
9.1. All payment transactions on the Exchange are provided in all respects by Stripe, an authorised third-party electronic money institution. Before engaging in a transaction users will be required to accept Stripe’s terms and conditions to the extent applicable to that user.
9.2. Once the Exchange has provided a Package to a buyer, that buyer may opt to purchase the Package from the seller as outlined in paragraph 7 (Steps required to purchase Biodiversity Units) above. Once the Sale and Purchase Agreement for the Package has been concluded, the buyer will make the relevant payment using Stripe's payment infrastructure (including any associated buyer fees referenced below). More information on when we will instruct Stripe to make any payment to a seller is set out in paragraph 8 (Our Promises to You) above.
9.3. While we strive and will use our reasonable endeavours to provide a reliable Exchange, we do not assume responsibility for various aspects of transactions, including algorithm outputs, payment processing and transaction fulfilment. You engage in transactions at your own risk and it is the sole responsibility of the buyer to ensure that it has purchased the correct number and type of Biodiversity Units to satisfy its Biodiversity Gain Objective and any requirements connected to such Biodiversity Gain Objectives (including, but not limited to, planning applications and registration), and we disclaim liability for any issues arising from algorithm outputs, payment processing or transaction fulfilment (including, but not limited to, any consequential loss and/or liability that may arise if you have purchased the incorrect number, tier and/or type of Biodiversity Units). We strictly do not hold any funds in relation to the transactions that take place on the Exchange and all funds are held and processed by Stripe.
9.4. When participating in transactions, whether as buyer or seller, you understand that your interactions involve inherent risks. The Exchange serves as a facilitator, and you are encouraged to exercise due diligence and caution when engaging in transactions. Any issues arising from these transactions are the sole responsibility of the involved parties.
10.1. Certain fees, such as platform fees for using the Exchange, will apply if you buy or sell Biodiversity Units on the Exchange, and such fees will be notified to you in advance of being incurred and falling due. These fees contribute to the Exchange’s maintenance and services. The buyer's platform fees will be levied and collected at the point when the buyer pays the purchase price for the Package and the proceeds will be distributed accordingly by Stripe. If you are a seller, you must familiarise yourself with the seller fees set out in our Seller Policy.
10.2. We reserve the right to change our buyer and seller fees at any time, at our sole discretion. Any changes to: (i) the buyer fees will be effective immediately upon posting to the Exchange and (ii) the seller fees will be effective 10 Business Days following email notification to the seller. If you disagree with any changes to the fees, your sole remedy is to cease using the Exchange. Your continued use of the Exchange after a change in fees constitutes your agreement to the updated fees.
10.3. We operate a strict prohibition from engaging in fee avoidance practices to ensure fair and transparent transactions. Any attempt to evade fees will be considered a violation of our Policies and we may act accordingly.
10.4. All fees payable in accordance with these Terms:
shall be made in GBP;
are exclusive of any applicable value added or other taxes, all of which shall be separately and solely borne and paid by the buyer or as the case may be seller (if and to the extent applicable);
shall be paid in full in immediately available funds without any set-off, restriction or condition and without any deduction or withholding; and
to the extent any taxes are required to be deducted or withheld therefrom under any applicable law or regulation, then the amounts payable by the buyer or seller shall be grossed up such that BNGx shall receive the full amount of the fees charged.
11.1. You may only use the Exchange and our services to:
as a seller, list for sale and sell Biodiversity Units which you have the right and title to sell; and
as a buyer, input your Buyer’s Metric File and Biodiversity Gain Objective and be offered one or more Packages of Biodiversity Units listed on the Exchange which you can purchase.
11.2. You must not use the Exchange and our services to:
do anything illegal or breach applicable laws or regulations;
use the Exchange for any other purpose than to browse, buy or sell Biodiversity Units as outlined above;
circumvent, test or breach the security measures of the Exchange;
use any information obtained from the Exchange or otherwise provided by BNGx to circumvent the operation of the Exchange so as to engage in fee avoidance practices;
collect any data other than in accordance with the Policies;
transfer or assign any of your rights to use the Exchange to another person;
create more than one account;
collect or use any images or text from the Exchange or otherwise breach our intellectual property terms;
coordinate pricing with another seller;
defame, bully, abuse, threaten, harass, or behave inappropriately to other users; or
post any content that does not comply with these Terms or our Policies.
11.3. If you fail to comply with these Terms or violate any of our Policies, we may:
temporarily or permanently withdraw or suspend your access to the Exchange;
disclose information to law enforcement authorities if we find it reasonably necessary or have a legal obligation to do so; or
temporarily or permanently delete your account.
12.1. You agree to defend and to indemnify us, any parent company, subsidiaries and/or affiliates (as applicable) and each of their respective officers, directors, employees, agents, and advisors from and against any and all claims, damages, costs, expenses, losses, or liabilities (Indemnifiable Liabilities) that may arise from your use of the service or Exchange or breach of these Terms except where such Indemnifiable Liabilities arise due to the wilful default or gross negligence of the Exchange and subject always to paragraph 20.6 (Disclaimers) below. This includes, but is not limited to, claims from other users, third parties, or regulatory bodies. We reserve the right to handle our legal defence however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.
12.2. Each buyer on the Exchange acknowledges and agrees that:
your purchase of Biodiversity Units shall be for commercial rather than investment purposes; and
your purchase of Biodiversity Units does not enable you to participate in or receive any profits or income arising from the acquisition, holding, management or disposal of any property to which the Biodiversity Units relate.
13.1. All intellectual property rights associated with the Exchange, including but not limited to trademarks, copyrights, and proprietary content, are owned by us. Users acknowledge and agree that the ownership and usage rights of intellectual property on the Exchange exclusively belong to us.
13.2. You are granted limited, non-exclusive rights to use the materials provided by BNGx. You are expressly prohibited from using, reproducing, or distributing these materials for any purpose other than those explicitly permitted by these Terms.
13.3. You own all the rights in, and are solely responsible for, your content. You represent that you have all the necessary rights in, and to all parts of, your content, and that it does not infringe or violate any third-party rights by posting it or providing your content to us.
13.4. By posting your content on or through the Exchange, you grant to us a worldwide, non-exclusive, irrevocable, sub-licensable, perpetual and royalty-free licence to use, display, copy, reproduce, distribute, adapt, re-format, modify, publish, translate, store, licence, sub-licence, assign, transfer, prepare derivative works and exploit your content (including any intellectual property rights included in such content) anywhere and in any form for the purpose of providing our services and/or the operation of the Exchange and/or our business.
13.5. We reserve the right to delete, reject or modify content as needed. This includes content that violates these Terms or our other Policies, infringes any intellectual property rights, or poses a threat to the security and/or the integrity of the Exchange. The goal is to maintain a safe, respectful, and compliant environment for all users.
14.1. The Exchange may, from time to time, enter into agreements with third parties which are intended to encourage sellers and buyers to use the Exchange (Referral Agreements).
14.2. By agreeing to these Terms, you acknowledge and agree to, and waive any actual or potential conflict of interest with respect to, the inclusion of certain fees and other incentives for third parties which may be included in such Referral Agreements.
15.1. If a prospective buyer is not ready to purchase a Package but would like to test the market in the Exchange to determine whether, at that point in time, it would have been possible to purchase a Package that would be sufficient to satisfy their Biodiversity Gain Objective, then the prospective buyer may offer to purchase an Availability Certificate (as defined below) from BNGx.
15.2. An Availability Certificate is an electronic certificate generated by BNGx, in the form advertised from time to time on BNGX.com, certifying the following information to a prospective buyer as at the time and date of such certificate:
BNGx has searched the inventory of Biodiversity Units available for sale on the Exchange on the date of such certificate; and
based on such search, at that point in time the Exchange was able to present a Package for sale to the prospective buyer which, had it been purchased, would have been sufficient to satisfy the Biodiversity Gain Objective in the Buyer's Metric File which has been uploaded to the Exchange.
15.3. Each Availability Certificate will also state more granular information relating to the Biodiversity Units in such Package including:
the spatial modifier restriction applied when constructing the Package;
the total number and type of Biodiversity Units in each domain (area, hedgerow and watercourse); and
how the types of Biodiversity Units would meet the trading rules that apply to such Metric.
15.4. An Availability Certificate will not contain the identity of the individual sellers whose Biodiversity Units have been used to construct the Package.
15.5. Prospective buyers may, from time to time, request to buy an Availability Certificate from BNGx for the price advertised by BNGx at that time on BNGX.com (Availability Certificate Fee).
15.6. Upon receiving the request, BNGx shall run the relevant search of the Exchange.
15.7. If the search produces a Package which is sufficient to satisfy the Biodiversity Gain Objective in the Buyer's Metric File which has been uploaded to the Exchange, BNGx will notify the buyer that this is the case, and generate an Availability Certificate which will be made available to the buyer once the Availability Certificate Fee has been paid to BNGx via a checkout process.
15.8. If the search does not produce a Package which is sufficient to satisfy the Biodiversity Gain Objective in the Buyer's Metric File which has been uploaded to the Exchange, no Availability Certificate will be generated, and no Availability Certificate Fee will be payable to BNGX.com.
15.9. Sellers acknowledge and agree that Availability Certificates will be generated from the data lake of all Biodiversity Units available for sale on the Exchange (including the Biodiversity Units they have listed) and that such use of data is in compliance with the Privacy Policy.
15.10. Prospective buyers acknowledge that Availability Certificates can provide comfort to a prospective buyer that there would have been sufficient inventory of Biodiversity Units on the Exchange to fulfil a prospective buyer's Biodiversity Gain Objective at a point in time, but that they do not constitute:
a guarantee that there will be such sufficient inventory to fulfil the prospective buyer's Biodiversity Gain Objective at any time after such Availability Certificate has been generated; or
an option for the prospective buyer to buy a Package which would be sufficient to satisfy its Biodiversity Gain Objective; or
a reservation of the Package generated in the search of the Exchange required to produce such certificate.
16.1. By agreeing to these Terms, you acknowledge and agree that BNGx is not providing any advice to you in the Policies or in the Sale and Purchase Agreement with respect to the VAT treatment of the sale and purchase of Biodiversity Units pursuant to a Sale and Purchase Agreement.
16.2. Subject to paragraph 16.1 above, BNGx will issue VAT invoices on behalf of the seller in respect of any Purchase Price payable under a Sale and Purchase Agreement. Such VAT invoices will be generated when the Purchase Price is paid.
16.3. BNGx will issue VAT invoices in respect of buyer and seller fees and Availability Certificate Fees due to BNGx. Such invoices will be generated when the fees are paid.
17.1. You are advised that content on third-party websites linked to our service may vary in accuracy, practices, and functionality. We provide this content for convenience, but we do not guarantee its accuracy, endorse its practices, or assure its functionality. You acknowledge that accessing third-party content is at your own risk.
17.2. Certain features or services on the Exchange may involve third-party applications or services. In such cases, you may be required to agree to the terms and conditions of these third parties. This ensures a clear understanding of your rights and responsibilities when engaging with external services linked to the Exchange.
We are committed to protecting your privacy. The use of your personal information is governed by our Privacy Policy. By using our services, you agree to the terms outlined in the Privacy Policy, which detail how we collect, process, and safeguard your personal data.
19.1. You may terminate your Account at any time from your account settings. Terminating your Account will only affect your ability to access and use certain parts of the Exchange.
19.2. We may terminate or suspend your Account (and any accounts related to your Account) and your access to the Exchange should we have reason to believe that you or your use of the Exchange violates these Terms or our other Policies.
19.3. If we do opt to terminate or suspend your Account, you will not have a contractual or legal right to continue to use the Exchange. We will typically notify you if your Account has been terminated or suspended, unless you have repeatedly violated these Terms or our other Policies, or there is a legal or regulatory reason preventing us from doing so.
19.4. If you or we terminate your Account, you may lose any information associated with your Account.
19.5. We reserve the right to change, suspend or discontinue any of the services we provide to you or other users at any time, for any reason. We will not be liable to you for the effect that any changes to the services we provide may have on you, including your ability to generate revenue through the Exchange.
20.1. You understand that whilst BNGx provides the Exchange, the Biodiversity Units listed and sold on the Exchange are listed and sold by independent sellers and we are not party to such transactions. Therefore, we do not make any warranties about the quality, authenticity or legality of the Biodiversity Units listed or sold on the Exchange. Any legal claim relating to a Biodiversity Unit that you have purchased must be brought directly against the relevant seller. We are not liable for any claims relating to Biodiversity Units sold through the Exchange.
20.2. The Exchange is offered on an "as is" basis. We disclaim any guarantees regarding the services it provides, its functionality, or the accuracy of content. While we strive for a seamless experience, we do not warrant that the service will be uninterrupted, error-free, or free of viruses or other harmful components.
20.3. We cannot guarantee that the Packages which we select for prospective buyers are incapable of being further optimised. For example, references to "best" (e.g., "best price") in any Package are references to the prioritisation of that criterion in the relevant search over other criteria which are also relevant.
20.4. We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with these Terms or the provision or receipt of our services for any:
loss or harm caused by viruses, worms or other programmes which are designed to negatively impact the Exchange or the provision of our services;
loss of profit, goodwill, opportunity, data, business or business reputation;
business interruption; and
indirect or consequential losses, including where such loss/damage is of any of the types listed above.
20.5. Where there is a service interruption on the Exchange or other 'force majeure' event which prevents us from fulfilling our promises to you, we shall not be liable to you for any losses arising therefrom, but we shall use best endeavours to fulfil those promises once the service interruption has been resolved to our satisfaction.
20.6. We do not exclude or limit our liability in any way where it would be unlawful to do so. Nothing in these Terms excludes or limits your or BNGx’s liability for fraud or fraudulent misrepresentation. Our aggregate total liability whether based on a claim in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with these Terms or the provision or receipt of our services is limited to the greater of: (a) £100 or (b) the amount of fees that you have paid to BNGx in the 6 month period immediately prior to any action giving rise to liability (and where such liability can be attributed to particular transactions, the fees relating to those transactions only).
20.7. While we strive and use reasonable endeavours to provide a reliable Exchange, we make no warranty or representation to you other than those set out in these Terms or the other Policies. We do not warrant to you in any way that:
the Exchange or your use of our services will meet your requirements, and as such the Exchange is offered on an “as is” basis;
the Exchange or your use of our services will be uninterrupted, timely, secure or error-free;
any information obtained by you through your use of the Exchange or our services will be accurate or reliable or error-free; or
defects in the operation or functionality of the Exchange or our services provided to you will be corrected.
21.1. These Terms and the form of Sale and Purchase Agreement are subject to change on 10 Business Days’ notice.
21.2. For changes to these Terms and to the Sale and Purchase Agreement, we will provide notice of any changes to buyers and sellers by publishing them on the Exchange and (in the case of sellers) by email.
21.3. For any changes to these Terms, we will revise the “Last Updated” date at the top of these Terms following the expiry of the 10 Business Days' notice, upon which the changes shall be effective.
21.4. It is your responsibility to be aware of any changes and your continued use of the Exchange shall constitute your agreement to these Terms and any updates to the Terms and Sale and Purchase Agreement.
22.1. We encourage cooperative engagement and open communication between buyers and sellers to resolve any outstanding issues efficiently and amicably. In the event of a dispute between a buyer and seller, this should be dealt with according to the terms of the Sale and Purchase Agreement.
22.2. If you have a dispute with us relating to the Exchange or the services that we provide, in the first instance please contact us by reference to the “How You & Us Communicate” section below and we will try to resolve the issue informally.
23.1. For enquiries relating to these Terms, you can reach out to us via the “Contact Form” section on the Exchange. We value open communication and are committed to addressing any concerns or questions that you may have regarding the Terms.
23.2. Additionally, for data protection requests and concerns, users have the right to contact the ICO, the UK's supervisory authority for data protection matters. Information about the ICO, including contact details, can be found at Information Commissioner's Office (ICO).
24.1. The failure of the Exchange to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed by us in writing.
24.2. If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions will remain in full force and effect.
24.3. These Terms, along with any other terms and Policies referenced herein, constitute the entire agreement between the user and BNGx, governing the use of the services and superseding any prior agreements, understandings, or communications, whether written or oral.
24.4. These Terms are made between you and us. Nobody else has any rights under them.
These Terms along with the other Policies referenced herein are subject to and governed by the laws of England. You agree that any dispute arising from or in connection with these Terms and/or the other Policies referenced herein will be subject to the exclusive jurisdiction of the courts of England.