GLOBAL CLIMATE GmbH – General Terms and Conditions of business – as of 19th June 2023

1. Scopes and Definitions

1.1 These General Terms and Conditions (“GTC”) apply to all services (including software, services and consulting) provided by GLOBAL CLIMATE GmbH (“GLOBAL CLIMATE” or “GC”), Gewerbestr 13, 82064 Straßlach, to entrepreneurs, legal entities under public law or special funds under public law, but not to consumers.

1.2 These contractual partners of GLOBAL CLIMATE are also referred to in these GTC as “client”, “customer” or “commissioning company”.

1.3 “Assessed company/entity” means any professional company that enters into a contract with GLOBAL CLIMATE by accepting these terms and conditions, registering on the GC platform and paying the license fee to provide information about its sustainability practices, whether at the request of a requesting company or voluntarily.

1.4 The GTC apply exclusively. Conflicting provisions or deviating terms and conditions of purchase of the client shall not be recognized, even if GC provides a service in knowledge of the deviating provisions, unless GC has expressly agreed to the deviation in writing.

1.5 Even in the event that a contract is concluded online or by installing and/or using software provided by GC (cf. 2.4 of these GTC), the client agrees to these GTC and accepts them as binding without restriction; insofar as separate terms and conditions are included by GC in the conclusion of the contract for the use of the software or the software service, these shall have priority. Otherwise, the client is not entitled to install or use the software.

2. Conclusion of contract

22.1 GC offers the client comprehensive services and platform-based IT solutions in the area of sustainability. The definition and specification of the concretely ordered services shall be made in the respective individual order by the client. Access to these services and the use of the platform shall only be granted after full payment of the corresponding remuneration.

2.2 The contract between GC shall come into effect with the countersignature of the signed offer of GC by the client or another bilateral contractual agreement of the contracting parties.

2.3 In the event of an order by the client deviating from the offer, the order shall only become binding if GC has confirmed the order in writing or executes the order without reservation.

2.4 A contract for certain services can also be concluded online on the GC website after registration and payment of the license fee for the GC software. Orders that a client only enters and saves in draft form are non-binding for both parties as long as no final order is placed. Drafts can be deleted by GC without the client’s consent if they have been stored in the system for more than 30 days without further commissioning to GC.

2.5 If a client himself creates orders for end customers or other third parties, this shall not constitute a separate contractual relationship between GC and the end customer. GC shall perform its services exclusively on behalf of the contractual client, unless otherwise explicitly agreed.

3. Performance of services and duties to cooperate

3.1 The scope and nature of the services to be provided by GC shall be determined by the signed offer in conjunction with the service description attached to the offer. Changes are only possible by mutual agreement and in writing or by email.

3.2 GC’s obligation to perform shall be subject to the fulfilled cooperation obligations of the client. The client undertakes to cooperate free of charge, truthfully and completely, insofar as this is necessary for the provision of services by GC. Necessary cooperation services can take the form of providing necessary data, documents, naming contact persons, providing information, providing technical environments, etc. The customer must also ensure that its access data to the GLOBAL CLIMATE platform is kept secure and not passed on to third parties. The customer shall be liable for any damage resulting from unauthorized or reckless disclosure of access data to third parties.

4. Confidentiality

4.1 Unless expressly authorized by the client, GLOBAL CLIMATE and third party platform users may only use the information and documents (of whatever nature, concerning the commissioning company and to which they have access during or in connection with the use of the software services) for the purposes of these services.

4.2 The content of evaluation questionnaires and the (evaluation/analysis) methodology applied by GC as well as information related to it or to CO2 calculation are considered confidential information.

4.3 The above statements on confidentiality do not apply to publicly available information or to information known to the other party prior to the provision of the service.

4.4 Either party (GC or customer) may disclose confidential information required to be disclosed by law or for audit purposes to tax authorities, local or state authorities and courts, as well as to their representatives without prior notice, authorization or consent of the other party.

4.5 For the purposes of the service, the commissioning company grants GLOBAL CLIMATE the non-exclusive and royalty-free right to host, cache, process, reproduce and display the information it provides in connection with the use of the GC Platform, within Germany, and to use such data to develop the GC database. The commissioning company warrants and represents that it has all rights and authority necessary to use the data for the purposes of the service.

5. Remuneration, invoicing and default

5.1 Remuneration and terms of payment for services rendered by GC shall be governed by the terms and conditions set forth in the respective individual order. In all other respects the following shall apply:

5.2 Expenses and travel costs are not included in the remuneration but shall be invoiced separately.

5.3 Unless otherwise agreed, technical support and consulting shall be charged separately.

5.4 All prices are quoted without value added tax.

5.5 For clients within the EU: Clients and assessed companies with an invoice address within the European Union shall only be invoiced in Euros. The client shall owe GC the statutory value-added tax applicable to the prices quoted. Payment of the invoice shall be made cashless to one of the accounts specified in the invoice. Invoices from GC shall be due for payment without deduction in each case no later than 10 days after the invoice is issued. When using the GC software platform, the payment methods offered there can be used alternatively. In the event of payment by direct debit, an amount of EUR 10.00 shall be charged in addition to the invoice amount in the event of a return debit note, which shall consist of the return debit note fee and compensation for additional expenses. GC shall be entitled to claim damages in excess thereof if the damage caused to GC by the delay is higher than the fees claimed by GC. The customer shall be free to prove, if necessary, that GC had a lower damage.

5.6 For customers outside the EU: Customers and assessed companies with a billing address outside the European Union can choose between invoicing in Euros or in US dollars. Bank charges (fees for wire transfers and currency exchange, etc.) and all fees for collection services will be borne by the customer or assessed company in addition to the agreed fee. Late payments may result in late fees of 0.5% of the amount due.

5.7 If the customer does not pay within 30 days after the due date and receipt of the invoice (or equivalent payment schedule), he shall be in default. If the customer is in default or if circumstances exist which noticeably impair the creditworthiness of the customer, e.g. application for the initiation of composition or bankruptcy proceedings, GC shall be entitled to temporarily suspend any further services to which GC has committed itself, to make all outstanding amounts immediately due and payable, and to extraordinarily terminate all still existing contracts with the customer. Any agreed deadlines for the execution of outstanding work on the part of GC shall automatically lose their validity in this case. The customer shall not be entitled to exercise a right of retention vis-à-vis GC due to another claim not arising from the respective contract with GC. In the event of premature termination of consulting contracts by the customer, GC may demand the corresponding remuneration for services rendered up to that point (including travel costs and expenses incurred), insofar as these have not been paid in advance. A refund of payments already made shall not be made.

5.8 The performance dates stated in the contract shall apply only approximately, unless they are expressly marked as fixed and binding in the contract. GC shall always be in default only after a reminder from the client, even if the performance time is determined or determinable according to the calendar.

5.9 Compliance with fixed delivery dates shall be subject to the timely cooperation and delivery of documents and information by the client as agreed or usually required according to the type of service. If these prerequisites are not fulfilled in time, the deadlines shall be extended accordingly. The customer shall bear any additional expenses incurred due to the fact that services have to be repeated or are delayed as a result of late, incorrect or incomplete information or improper cooperation.

6 Term and termination

6.1 Unless otherwise stipulated in the individual order, the contract shall be automatically renewed for the period specified in the individual order if the contract is not terminated in writing with 4 weeks’ notice to the end of the contract term. If a period of more than one year is specified in the individual order, the contract shall be extended by one year in each case if the contract is not terminated in writing with a notice period of 4 weeks to the end of the contract term.

6.2 The use of GLOBAL CLIMATE services by customers and assessed companies is subject to the condition that all fees shown in the offer or on the website are paid in due time.

6.3 GLOBAL CLIMATE may terminate the contract with client / assessed company without notice if client or assessed Company is found to be in material breach of any of the terms of this Agreement. In case of early termination, there will be no refund of the fee already paid.

7. Rights

7.1 The customer shall in principle receive a non-exclusive right of use and exploitation for an unlimited period of time to the work results provided by GC.

7.2 All copyrights and property rights of GC, among others with regard to software provided for use, know-how, materials provided in writing or electronically and other intellectual property shall remain with GC. The commissioning of GC shall not constitute any transfer of these rights. GC shall only grant the customer rights of use to the extent expressly named in the respective individual order. The customer is expressly prohibited from any use outside the contractual relationship between GC and the customer, in particular also copying and passing on to third parties. The granting of rights of use or other expressly granted rights shall not become effective until payment has been made in full. The rights granted to the customer by GC are not transferable. A transfer of rights and obligations from the contracts concluded with GC by the customer to a third party requires the prior written consent of GC. In the event of consent to a transfer, the customer undertakes to return or delete all documents, information, access, etc. received from GC under the contract.

7.3 In the case of contracts with GC, GC grants the customer a non-exclusive, non-transferable right of use, limited to the duration of the respective term, to the registered trademarks of GC or one of its affiliated companies, which GC makes available to the customer. The right of use shall be limited to the use of the trademarks for the purpose of promoting customer’s relationship with GC and related sustainability and compliance services. GC may withdraw the granting of the right of use at any time, whereby it shall immediately expire. In this case, the customer shall immediately delete or remove the trademarks from all corporate appearances or corporate documents and immediately cease any further use for advertising purposes beyond this.

8. Liability

8.1 The liability of GC is excluded unless intent or gross negligence can be proven. Liability for slight negligence is excluded, unless a breach of cardinal obligations is involved. Cardinal obligations are those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely. In the event of liability, such liability shall be limited to the contractual foreseeable damage typical for the contract.

8.2 The limitation of liability shall also apply to third parties insofar as they fall within the scope of protection of the contractual relationship. Further claims for damages are excluded. In particular, GC shall not be liable for incorrect information provided by the customer, incorrect information provided by certificate providers or assessed companies (e.g. suppliers), incorrect calculations of CO2 emissions due to improper use of the software, nor for any other actions or omissions on the part of the latter which are not within the sphere of influence of GC and which could result in damage to the customer.

8.3 Insofar as liability is excluded or limited in accordance with this clause 8, this shall also apply to the personal liability of the employees, representatives, organs and other staff of GC as well as their vicarious agents.

8.4 The customer shall be liable to GC for the correctness of the data supplied or entered by him. GC cannot verify the accuracy of the data provided. Any liability of GC for results resulting from incorrectly supplied or entered data is expressly excluded. Any contributory negligence on the part of the customer, e.g. due to insufficient data backup, shall be imputed to the customer.

8.5 The GC Platform shall be accessible to users at all times, 24 hours a day, 7 days a week, except during maintenance periods. GLOBAL CLIMATE is not responsible for network-related outages, interruptions, failures, delays, system availability and other connectivity issues affecting platform services. In the event that GLOBAL CLIMATE becomes aware of a data breach that could seriously compromise the security of the service or users’ data, GLOBAL CLIMATE may, without notice, temporarily suspend access to the service in order to remedy the security breach in a timely manner. In such event, GLOBAL CLIMATE shall have no liability to users and users may not seek any compensation from GLOBAL CLIMATE.

8.6 The client or assessed entity will receive the results of the rating (e.g. score) or risk analysis based on the disclosed information and news sources available to GLOBAL CLIMATE at the time of the rating. If information or circumstances change materially during the validity period of the analysis, GLOBAL CLIMATE reserves the right to add a note to the assessment of the assessed company/financial asset and, if necessary, to reassess it.

9. Confidentiality, data protection, reference

9.1 Both contractual partners undertake to ensure that the persons involved in the project treat all mutual, confidential information as strictly confidential, are aware of the provisions on data protection and observe the regulations of the Federal Data Protection Act. This applies to employees, external consultants as well as to any subcontractors of both contractual partners that may be engaged.

9.2 Confidential information on the part of the customer shall only be deemed to exist if the customer expressly identifies a matter as a trade or business secret, unless it is quite obviously a trade or business secret. The customer shall mark such documents accordingly at an early stage, which GC is to secure in particular and treat as a secret due to their special need for protection.

9.3 GC shall be obliged in accordance with the law to maintain secrecy about all facts which come to its knowledge in connection with the execution of the order, unless the customer releases it from this obligation. The obligation to maintain secrecy shall continue to exist even after termination of the contractual relationship. The duty of confidentiality shall also apply to the same extent to employees of GC. GC shall be entitled to collect personal data of the client by machine within the scope of the orders placed and to process such data in an automated file. Confidential information on the part of GC exists with respect to all the trade and business secrets of GC, this includes in particular, but not exclusively, software provided by GC, interfaces, know-how with respect to calculation models, methodology etc., as well as the conditions of the respective individual orders.

9.4 The customer grants GC the irrevocable right to include any company and emission data obtained from the customer in anonymized form in the GC databases and to use them for benchmarks. In all other respects, the regulations on data protection shall apply (see GC Privacy Policy). Furthermore, the customer grants GC the right to include the customer in the reference list and to name the customer as a reference. For this purpose, the customer grants GC a simple right of use to the customer’s company name and logo. The customer may revoke this right at any time vis-à-vis GC.

10. Final provisions

10.1 The place of performance for all deliveries and services of GC shall be the registered office of GC, unless expressly agreed otherwise in the respective individual order.

10.2 All communication by GC vis-à-vis the customer shall take place electronically, insofar as this is legally permissible. GC reserves the right to choose another form, e.g. the written form, in individual cases.

10.3 German law shall apply to all contractual relationships between the customer and GC, in particular the German Civil Code and the German Commercial Code.

10.4 Insofar as the customer is a registered trader, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of GC.

10.5 The invalidity of one or more provisions of this contract shall not affect the validity of the remaining provisions of this contract. The contracting parties undertake to replace invalid provisions by a valid provision which comes as close as possible to the economic purpose pursued by the invalid provision. Until such a provision is made, the invalid provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid provision. The same shall apply in the event of a loophole in the contract requiring regulation. Amendments and supplements to the respective individual order shall only be effective if they have been expressly agreed in writing by both parties (GC and customer).

10.6 GC expressly reserves the right to change the provisions of its general and special terms and conditions of business at any time and without giving reasons. GC will notify the customer of the change in the terms and conditions by email in due time before the changes come into effect. The amendments shall be deemed accepted unless the customer objects to the amended terms and conditions within six weeks. GC shall separately inform the customer in its notification email of the six-week period and the legal consequences of acceptance in the absence of an objection.