TERMS AND CONDITIONS
REDBOX (An English Private Company Limited By Guarantee Without Share Capital – Registered With Company No. : 02218322 – Whose Registered Address is Upper Deck, Admirals Quarters, Portsmouth Road, Thames Ditton, Surrey KT7 0XA)
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 REDBOX (“RED”) and {{company_name}} (“{{abbreviated_company_name}}”) (the “parties”), to include the option for {{abbreviated_company_name}} to arrange the planting of trees so as to off-set the CO2 emissions and associated environmental impact of {{abbreviated_company_name}}’s products/services.
1.2 This Heads of Agreement is:
1.2.1 binding on the parties; and
1.2.2 personal to the parties (such that they may not be assigned or transferred by either party).
1.3 Each person signing this Heads of Agreement warrants that he/she has the authority to enter into these Heads of Agreement (on behalf of his/her organisation) and that once signed by him/her, it will be binding on his/her organisation.
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}} will actively participate in the RED initiative.
2.2 {{abbreviated_company_name}} agrees to have Ninety Nince British Pence (GBP £0.99) added to each individual order that {{abbreviated_company_name}} places.
2.3 RED will subsequently promptly invoice {{abbreviated_company_name}} in the sum of Ninety Nine British Pence (GBP £0.99) for every order that has been placed.
2.4 RED will facilitate the planting of a single tree for every Ninety Nine British Pence (GBP £0.99) as invoiced to {{abbreviated_company_name}}. If RED subcontracts any of its obligations under this Heads of Agreement, including (but not limited to) the effecting of the planting, it will remain primarily liable to {{abbreviated_company_name}} for all its obligations under this Heads of Agreement.
2.5 Carbon sequestration rates are based on research by Dr Lester R. Brown and will be independently verified by EquitableLaw.com (RED’s English Solicitors).
3. Role of the partners
3.1 RED will;
3.1.1 upon agreement with {{abbreviated_company_name}}, actively promote their relationship with {{abbreviated_company_name}};
3.1.2 assist with submitting {{abbreviated_company_name}} for environmental awards for working with RED;
3.1.3 if {{abbreviated_company_name}} commits to planting over 20 trees per month, supply at its cost a unique landing page on its RED2.GREEN website (www.red2.green/{{abbreviated_company_name}}), detailing the RED2GREEN programme, tree planting information and expected CO2 sequestration from the programme;
3.1.4 authorise the use of RED branding for {{abbreviated_company_name}} to use on the web, in print and in the media;
3.1.5 use a network of reputable non-government organisations and charities to plant all {{abbreviated_company_name}} trees.
3.2 {{abbreviated_company_name}} will:
3.2.1 market its ‘RED2GREEN’ programme to its customers so as to ensure maximised participation;
3.2.2 actively promote their relationship with RED (where appropriate);
3.2.3 authorise the use of {{abbreviated_company_name}} branding for RED to use on agreed web pages, print and in the media.
4. Duration, Termination and Breach
4.1 This Heads of Agreement shall operate indefinitely on a rolling basis.
4.2 Either side may terminate this Heads of Agreement, by giving no less than ninety (≥90) days’ notice (save that if both sides agree in writing to terminate this Heads of agreement, termination may be mutually agreed within a shorter notice period).
4.3 During the notice period, both parties agree to continue to execute their roles (as laid out in section 3 of this Heads of Agreement).
4.4 In the event that {{abbreviated_company_name}} becomes insolvent, goes into administration, ceases or is unable to trade for any reason, this agreement will terminate.
4.5 In the event that REDBOX becomes insolvent, goes into administration, is unable to provide tree planting or ceases or is unable to trade for any reason, this agreement will terminate.
5. Due Diligence Upon receiving cleared funds from {{abbreviated_company_name}}, RED 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 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 UK law.
6.2 If a court finds any provision of these Heads of Agreement invalid or unenforceable, the remainder of this Heads of Agreement shall be interpreted so as best to effect the intent of the parties.