General Terms and Conditions.
Of Carbmee GmbH For Customers (Customer GTC)
Dated: December 2022
1.1 Carbmee GmbH is registered with the Commercial Register of the Local Court of Charlottenburg (Amtsgericht Charlottenburg) under HRB 225879 B, with business address at Linienstraße 214, 10119 Berlin (hereinafter “we/us”). We provide services for measuring environmental impacts to companies. Our scientifically based methods enable a detailed understanding of greenhouse gas emissions and reduction potentials.
2.1 These are the general terms and conditions for the business relationship between us and our customers (“you”). We provide our services exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
2.2 These Customer GTC apply unless the parties have agreed on different regulations. Deviating, opposing or supplementary general terms and conditions of you shall only become integral components of the contract if we agree to their validity in text form. This requirement of approval also applies if we render services after becoming aware of your general terms and conditions.
3. Object Of The Contract
3.1 We provide you with environmental indicators results based on data provided by you and/or collected by us. Pricing and scope of the service are to be agreed on individually between the parties depending on your requirements and specifications.
3.2 You will receive the service at our sole discretion either via API our web-based platform. When using the API, you will be provided with a unique token designated to you. In case of using the platform, we will provide you with a login and password whereby you can access data and results on the platform. You do not download but only use the software which underlies the platform as part of the service (Software as a Service).
3.3 We merely measure and aggregate data and suggest solutions. We are not responsible for implementing these solutions for you.
3.4 The service includes the maintenance of the software and the continuous elimination of any software code errors (bug fixing).
3.5 From time to time we will adapt software and interfaces to new requirements of the software environment and further develop the software functionally and improve its user-friendliness.
4.1 Unless otherwise agreed, we grant you a simple, non-transferable, non-sublicensable, revocable right, limited to the term of the respective individual contract, to use the platform in accordance with these Customer GTC and in accordance with and for the purpose of the service.
4.2 In particular, you are not entitled to make the software available to third parties, to copy it, decompile it, reverse engineer it or process it beyond the scope of the service.
5. Conclusion Of The Contract
5.1 The contents presented on our website do not constitute binding offers.
5.2 After identifying specific needs and discussing individual terms we will send an individual offer to you including the current version of these Customer GTC. Upon acceptance of such offer the contract between you and us is concluded including these Customer GTC.
5.3 An individual offer will either be made by us in the form of an“Order Form” or “Offer”, whereby your acceptance can be declared by written or digital signature and be send via mail or email.
5.4 A reduction of the agreed services to be provided by us (“Downgrade”) is only possible for a new Term (as defined below). For a Downgrade, you must notify us in text form that you wish to carry out a Downgrade no later than three months before the expiry of the Term. We will then make you a new individual offer, for the acceptance of which clauses 5.2 and 5.3 apply. If you do not wish to accept the offer, no automatic extension of the Term will take place and the contract will expire at the end of the Term.
5.5 An increase in the services to be provided by us (“Upgrade”) is possible at any time. To Upgrade, you must notify us in text form that you wish to Upgrade. We will then make you a new individual offer, the acceptance of which is subject to clauses 5.2 and 5.3. 13.4 An Upgrade starts a new Term.
6. Your Obligations
6.1 You provide us with data (among others on suppliers, products, materials as well as transaction data for purchasing transactions) according to agreement and specification by uploading files to our web-based platform or transmitting data via API. You authorise us to make use of all or any such information to the extent required for the provision of the services. Furthermore, you shall ensure that all such information which is given to us was properly and lawfully obtained and may properly and lawfully be provided to us.
6.2 You may only forward data, texts, pictures and other content to us that comply with applicable law.
6.3 Unless otherwise agreed, for the term of the respective individual contract, you grant us a simple, transferable, sublicensable right to use the data provided by you to us, for the purpose of performing data validation and environmental impact measurement, also for third parties. However, we may only pass this data on to third parties in aggregated form, so that tracing its origin and individualization are not possible.
6.4 You shall appoint a contact person for us who is responsible for data exchange and project coordination.
7. Collection Of Data
7.1 In case the parties have agreed that the service includes data collection from the suppliers of you, we shall use commercial reasonable efforts to obtain such data from your suppliers named by you and/or publicly available sources.
7.2 We shall be entitled to rely upon information obtained from public sources or supplied to us by you and shall not in any respect be responsible for the accuracy or completeness of such information or have any obligation to verify the same.
8. Remuneration And Payment Conditions
8.1 The compensation for our service is agreed upon individually. VAT is to be added where applicable.
8.2 We will send all invoices by email, unless expressly agreed otherwise.
8.3 Payments shall be made to:
IBAN: DE12 1001 0123 7625 1545 17
8.4 The Customer shall pay the fee for the whole Term in advance within 30 days of receipt of the invoice (prepayment). The Parties may agree on deviating payment provisions in the Order Form/Offer. If the Customer upgrades to a higher package/offering during the Term, the Customer shall be required to pay the difference between the prepayment of the current package and the prepayment of the upgraded package within 30 days of the receipt of the respective invoice. Additional data/ users will be invoiced separately.
9. Liability, Damages And Limitation Of Claims
9.1 In case of intent or gross negligence of us or our agents or vicarious agents, we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally, our liability for damages shall be limited to the typically predictable damage.
9.2 Our liability for culpable damage to life, body or health shall remain unaffected.
9.3 You are not entitled to compensation for damages due to restrictions or exclusions relating to the usability of the platform.
9.4 We are only liable for the loss of data according to the above paragraphs if you could not have prevented this loss by adopting suitable data backup measures.
9.5 Any liability not expressly provided for above shall be excluded.
9.6 Claims of you based on the breach of any duty become time-barred, except in the event of intention or gross negligence, within one year from beginning of the limitation period. This shall not apply if the damage in question incurred by you consists in personal injury. Claims for personal injury become statute-barred within the statutory limitation period.
10. Data Protection And Data Security
10.1 You are aware of the general risk that transmitted data may be intercepted during transmission. This applies not only for the exchange of information via emails that leave the system, but also for all other data transmission. For this reason, the confidentiality of data transmitted cannot be guaranteed.
10.3 The hosting of the cloud-based software solution with our hosting partner Amazon Web Services (AWS) runs exclusively on German servers. AWS is ISO 27001 certified to ensure maximum data security of your data in the data center. All services used by AWS are fully GDPR-compliant. The transmission paths between the web browser and our servers are SSL (SHA-256) encrypted. We use SOC 2 Type 2 (in audit) compliant authentication servers.
11.1 Within these Customer GTC, “Confidential Information” means all business secrets as well as all other information the parties disclose that is non-public, confidential and/or protected. Data of your suppliers disclosed to the you by us and/or obtained by us from your suppliers named by the you shall be deemed Confidential Information of you.
11.2 The parties are obliged
11.2.1 to treat the respective other party’s Confidential Information as strictly confidential, and only to use such information for the contract purpose or in accordance with section 6.3,
11.2.2 to refrain from passing on or disclosing respective other party’s Confidential Information to third parties and to refrain from providing access to Confidential Information for third parties,
11.2.3 to adopt appropriate measures to prevent unauthorized persons from obtaining access to respective other party’s Confidential Information, and
11.2.4 to protect respective other party’s Confidential Information against unauthorized access by third parties using appropriate secrecy measures and to comply with the legal and contractual regulations concerning data protection when processing Confidential Information.
11.3 The obligations pursuant to paragraph 2 do not apply to Confidential Information
11.3.1 that was general knowledge or generally accessible to the public before the communication or handover, or that becomes general knowledge or generally accessible at a later date without violating any confidentiality obligations;
11.3.2 that was already known to the receiving party before the disclosing party made the disclosure and it can be demonstrated that no confidentiality obligations were violated;
11.3.3 that was developed independently by a party without the use of or reference to the other party’s Confidential Information;
11.3.4 that is handed over or made accessible to a party by an authorized third party without violating any confidentiality obligations;
11.3.5 that must be disclosed due to mandatory statutory provisions or a court decision and/or a decision of an authority.
11.4 The parties shall ensure through suitable contractual arrangements that the employees and contractors working for them shall also, without temporal restriction, refrain from use or disclosure of respective other party’s Confidential Information. The parties shall only disclose to employees or contractors Confidential Information to the extent such employees or contractors need to know the information for the fulfilment of the contract.
11.5 The obligations under this section 11 continue to apply for a period of three years after the termination of the contractual relationship. Statutory provisions concerning the protection of business secrets remain unaffected.
11.6 Upon a party's request or upon termination of the contract the parties undertake to promptly return or destroy (without keeping any copies) all documents or other materials which either constitute Confidential Information or contain or incorporate Confidential Information received from the other party; and expunge (or procure the expunging of) all Confidential Information of the other party from any computer, word processor or other device containing Confidential Information, except for copies which are strictly necessary for creating digital back-up files and whose deletion causes unreasonable effort, and confirm complete return and/or destruction, as the case may be, in writing.
12.1 We may disclose the cooperation between us and you in the context of sales and marketing activities and use your company name, logo and designation in this context. You may revoke this consent at any time by declaration in text form (e.g. by email to firstname.lastname@example.org)
12.2 You are available for joint press activities (e.g. interview with media representatives) and provide at least one quote and one picture for press purposes. By signing the contract, you agree to the publication and distribution of a project-related press release. We will prepare press materials, coordinate the content with you and distribute them to media representatives. You are free to distribute the content created by us on your channels.
12.3 You grant us permission to produce a reference video and provide a contact person for this purpose upon request. The production costs shall be borne by us. Both the case study and the reference video may subsequently be published by both parties for sales and marketing activities on the company's own channels.
12.4 You are available for telephone reference calls with potential new customers of ours (min. 1 per quarter for the next 2 years)
13. Term, Duration, Termination And Cancellation Of Service
13.1 This Agreement shall be concluded for (12) consecutive months and automatically be extended for a period of twelve (12) month on a rolling basis (the initial 12 months period and any additional twelve month period shall hereinafter be referred to as “Term”). Automatic extension of the contract is excluded if either party informs the other party in text format least three months before lapse of the Term that it does not wish such extension.
14. Changes To These Customer GTC
14.1 We reserve the right to change or amend these Customer GTC in whole or in part with future effect for the following reasons: legal or regulatory reasons, security reasons, to further develop or optimize existing qualities of our services and to add additional qualities, to adapt to technical progress and make technical adjustments and in order to guarantee the future functionality of the service provided by us.
14.2 We will inform you of any changes, communicating the specific content of the modified provisions with sufficient advance notice at least two weeks before the planned entry into force of the changes.
14.3 The changes are deemed as accepted by you if you do not object to them within two weeks upon receipt of the notification. In the change notification, we will separately inform you of the right of objection and the above-mentioned legal consequences of remaining silent.
15. Final Provisions
15.1 You shall only have a right of set-off, reduction and/or retention against us if your counterclaim has been legally established, undisputed or acknowledged by us.
15.2 All declarations concerning this contractual relationship must be submitted in text form.
15.3 The place of fulfilment and sole place of jurisdiction for all disputes arising from or in conjunction with the contractual relationship including these Customer GTC is Berlin, irrespective of the majority of the defendants. However, we are also entitled to bring legal action at the registered seat of your company.
15.4 This contract shall be governed by and construed and interpreted in accordance with German law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
16. Battle Of Terms
Any other terms and conditions shall not be recognized by us unless we have expressly agreed to them in writing.
Berlin, January 2022