1. Purpose
GC offers his clients comprehensive services and Platform-based IT solutions in the area of sustainability. The
definition and specification of the specifically ordered services is done in the respective
individual order by
the client. Access to this Services and use of the Plattform are strictly subject to these General Terms &
Conditions and is only granted after full payment of the corresponding fee
2. Confidentiality
Unless specifically authorized by the other Party, Global Climate and third party platform users may use the
information and documents, of whatever nature, concerning the other Party to which they
have access during or in
connection with the use of the Software Services only for the purposes of those Services. The content of Evaluation
questionnaires and information related to the evaluation
methodology or CO2 calculation are considered
confidential information.
The above statements on confidentiality do not apply to publicly available information
or to information that is known to the other party prior to the provision of the Service. Each Party may, without
prior
notice, approval or consent of the other Party, disclose Confidential Information required to be disclosed by law to
tax authorities, local or state governmental agencies and courts, and to the
representatives, outside counsel and
advisors of that Party or for audit purposes.
For the purposes of the Service, the Client/Rated Company grants
Global Climate the non-exclusive, royalty-free right to host, cache, process, reproduce and display worldwide the
information
provided by the Rated Company in connection with the use of the GC Platform, and to use this data to
develop the GC Database. The Rated Company warrants and represents that it has all rights
and authority necessary
to use the data for the purposes of the Service.
3. Obligations of the customer to cooperate
The client/evaluated company is obliged to provide cooperation services free of charge, truthfully and completely, as
far as they are necessary for GC's service provision. Required cooperation
services can be provided in the form
of necessary data, documents, naming of contact persons, providing information, providing technical environments, etc.
The customer must also ensure that his
access data to the GLOBAL CLIMATE SUITE is kept safe and not passed on to
third parties. The customer shall be liable for any damage resulting from unauthorized or careless disclosure of
access
data to third parties.
4. Subscription, fees and terms of payment
Remuneration and terms of payment for services provided by GC are based on the conditions specified in the respective
individual order. Otherwise the following applies: All prices are quoted
without showing sales tax.
For
customers within the EU: Customers and rated companies with a billing address within the European Union will only be
billed in Euro. The client owes GC the statutory value added tax applicable
to the prices quoted. The payment of
the invoice has to be made cashless to one of the accounts indicated on the invoice. Invoices from GC are due for
payment without deduction at the latest 10
days after the invoice is issued. When using GC Online Solutions, the
payment methods offered there can be used alternatively. If payment is made by direct debit, an amount of EUR 10.00
will be
charged in addition to the invoice amount in the event of a return debit, which consists of the return
debit fee and compensation for additional expenses. GC has the right to claim further damages if
the damage
caused by delay is higher than the fees claimed by GC. The customer is free to prove that GC had a lower damage.
For
customers outside the EU: Customers and rated companies with a billing address outside the European Union can choose
to be billed in Euro or US dollars. Bank charges (fees for bank
transfers and currency exchange, etc.) as well as
all fees for collection services are paid by the customer or rated company in addition to the agreed fee. Late
payments, may result in late fees of
0.5% of the amount due.
If the customer is in default with payments in
a not inconsiderable amount despite reminders or if there are circumstances that noticeably affect the
creditworthiness of the customer, e.g. application
for the opening of composition or bankruptcy proceedings, GC
is entitled to temporarily stop any further services that GC has committed itself to, to make all outstanding amounts
immediately due
and payable, as well as to extraordinarily terminate all existing contracts with the customer.
Any agreed deadlines for the execution of outstanding work on the part of GC will automatically lose their
validity
in this case. The client is not entitled to exercise a right of retention against GC because of any other claim not
resulting from the respective contract with GC. In the case of premature
termination of consulting contracts by
the client, GC can demand a payment corresponding to the services provided by the client up to that point in time,
including travel costs and expenses incurred,
as long as these have not been paid in advance. A refund of
payments already made will not be made.
5. Term and termination
The term and notice period of consulting contracts and the use of online services are based on the agreements in the
respective order.
The use of the Global Climate Services by clients and rated companies is subject to the
condition that all fees shown with the offer or on the website are paid.
The client or rated company may
terminate the agreement with Global Climate at any time and without cause by discontinuing use of the Services and
sending a written notice to Global Climate. The
electronically stored data of the client/rated company will be
deleted upon request. Global Climate may terminate this agreement with the client/reviewed company without notice if
the client/reviewed
company becomes aware of a material breach of any of the terms of this agreement. In the
event of early termination, there will be no refund of the fee already paid.
6. Intellectual property rights
The client basically receives a simple, unlimited right of use and exploitation of the work results provided by GC.
The client only receives an exclusive right of use and exploitation of the work results
designated as
customer-specific if this has been expressly agreed in writing in the respective individual order.
All copyrights
and property rights of GC, among other things with regard to software, know-how, materials provided in writing or
electronically and other intellectual property remain with GC. The
assignment of GC does not constitute any
transfer of these rights. GC only grants the client rights of use to the extent explicitly stated in the respective
individual order. Any use, in particular also the
duplication and passing on to third parties, outside of the
contractual relationship between GC and the client is expressly forbidden to the client. The granting of rights of use
or other expressly
granted rights only becomes effective with the complete payment. The rights granted by GC to
the client are not transferable. A transfer of rights and obligations from the contracts concluded with GC
by the
client to a third party requires the prior written consent of GC. In case of an agreement to a transfer, the client is
obliged to return or delete all documents, information, accesses, etc. that he
has received from GC within the
scope of the contract.
For contracts with GC over a longer period of time, GC grants the client a simple,
non-transferable right of use, limited to the duration of the respective period of time, of the registered trademarks
of
GC or one of its affiliated companies, which GC provides to the client. The right of use is limited to the use
of the trademarks for the purpose of advertising the client with regard to the cooperation
with GC and the
associated services in the area of climate protection. At the end of the contract the granted right of use expires
automatically. The client must immediately delete or remove the
trademarks from all company appearances or
company documents and immediately stop any further use for advertising purposes.
7. Indemnification
The liability of GC and its vicarious agents for any damage resulting from one or - in case of uniform damage
consequences - from several breaches of duty in the course of the performance of an
order is limited to the
amount of fees paid by the client or the rated company for the service under this agreement in the previous twelve
(12) months. The limitation of liability shall only apply to
negligence. Liability for intent remains unaffected
in this respect. Furthermore, the limitation of liability also applies to third parties insofar as these fall within
the scope of protection of the contractual
relationship. Further claims for damages are excluded. In particular,
GC is neither liable for false statements of the client, false statements of certificate providers, false calculations
of CO2 emissions
due to improper use of the software nor for other actions or omissions of these, which are not
within the sphere of influence of GC and which could lead to damages to the client.
The client is liable to GC
for the correctness of the data supplied or entered by him. GC can not check the correctness of the provided data. Any
liability of GC for results that result 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 credited to the
customer. The GLOBAL CLIMATE SUITE must be accessible for users at any time, 24 hours a
day, 7 days a week,
except during maintenance periods. Global Climate is not responsible for network related failures, interruptions,
downtime, delays, system availability and other connectivity
problems that affect the 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 correct
the security breach in a timely manner. In such a case, Global Climate shall not be liable to the Users and the
Users
may not claim any compensation from Global Climate.
The rated company receives its score based on the
disclosed information and news sources available to Global Climate at the time of the assessment. If any information
or circumstances change
materially during the validity period of the rating, Global Climate reserves the right to
add a note to the rating of the rated company/financial assets and, if necessary, to re-rate the rating.
8. Confidentiality, Privacy, Reference
Both contracting parties 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 and any subcontractors of both
parties to the contract who may be involved. Confidential
information on the part of the customer is only present
if the customer expressly marks a matter as a trade and business secret, unless it is obviously a trade or business
secret. The client will mark
such documents, which GC should especially secure and treat as a secret because of
their special need for protection, accordingly at an early stage. In accordance with the law, GC is obliged to
maintain
secrecy about all facts that come to its knowledge in connection with the execution of the order, unless the client
releases it from this obligation. The obligation of secrecy continues to exist
after the termination of the
contractual relationship. The obligation of secrecy exists to the same extent for employees of GC. GC is entitled to
collect personal data of the client within the scope of the
placed orders by machine and to process them in an
automated file. Confidential information on the part of GC is available with regard to all the trade and business
secrets of GC, this includes
especially, but not conclusively, software, interfaces, know-how with regard to
calculation models, etc. provided by GC, as well as the conditions of the respective individual orders.
The
client grants GC the irrevocable right to include any company and emission data obtained by the client in anonymous
form in the GC databases and to use them for benchmarks. In all other
respects, the regulations on data
protection apply (see GC's privacy policy). Furthermore, the client grants GC the right to include the client in the
reference list and to name the client as reference. For
this purpose, the client grants GC a simple right of use
of the client's company name and logo. The customer can revoke this right at any time towards GC.
9. Applicable law and jurisdiction clause and Application of the Agreement
The place of performance for all deliveries and services of GC is the registered office of GC, unless otherwise
expressly agreed in the respective individual order.
All communication by GC towards the client is done
electronically, as far as legally permissible. GC reserves the right to choose a different form in individual cases,
e.g. the written form. All contractual
relationships between the client and GC are subject to German law,
especially the German Civil Code and the German Commercial Code.
The place of jurisdiction for all disputes
arising directly or indirectly from the contractual relationship is the registered office of GC, if the client is a
registered trader.
The invalidity of one or more provisions of this contract shall not affect the validity of the
remaining provisions. The contracting parties undertake to replace any invalid provision by a valid provision which
comes
as close as possible to the economic purpose of the invalid provision. Until such time as such a provision has been
agreed upon, 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 that
requires regulation. Changes and additions to the respective
individual order are only effective if they have
been expressly agreed in writing by both parties (GC and client).
GC expressly reserves the right to change the
provisions of its general and special terms and conditions at any time and without giving reasons. GC will inform the
client about the change of the terms
and conditions by email in time before the changes come into effect. The
changes are considered as accepted as long as the client does not object to the changed conditions within six weeks.
GC will
inform the customer separately in his notification email about the six week period and the legal
consequences of acceptance in case of missing objection. The parties hereby agree that this agreement
fully
defines their respective rights and obligations with respect to the subject matter of the agreement. Any other terms,
conditions or documents submitted by the client or rated companies that are in
addition to, inconsistent with, or
in conflict with this Agreement shall not be binding on Global Climate and shall be ineffective.