[1.1] Climatiq Technologies GmbH is registered with the Commercial Register of the Local Court of Charlottenburg (Amtsgericht Charlottenburg) under HRB 230334 B (“Climatiq”). Climatiq provides environmental impact assessment services to businesses helping them with estimating and reducing greenhouse gas emissions. To this end, Climatiq operates a database containing climate data and emission factors (“Database” or “Data”, respectively).
[1.2] These are the general terms and conditions (“GTC”) for the business relationship between Climatiq and you, the user (“User”).
[1.3] Climatiq provides its services exclusively to businesses within the meaning of section 14 of the German Civil Code (BGB).
[1.4] These GTC apply unless the parties have agreed on different regulations in a specific contract. Deviating, opposing or supplementary general terms and conditions of Users shall only become integral components of the contract if Climatiq explicitly agrees to their validity in text form (e.g. email, except fax). This requirement of approval also applies if Climatiq renders services after becoming aware of a User’s general terms and conditions.
[2.1] Climatiq offers the services specified on https://www.climatiq.io/pricing, which can be accessed via an application programming interface (“API”) or other remote access options, such as a dashboard or a web application (collectively the “Services”).
[2.2] The User will receive the Service via internet connection.
[2.3] For using the Services, a user account has to be created. The User has to register online with their email address and by choosing a password. Within the registration process, the User must accept these GTC by ticking a respective box. The User does not download the Services or the Data but only accesses these via an internet connection.
[3.1] The contract is entered into once Climatiq activates the User’s account (following the account creation) or the User accepts a specific written offer by Climatiq to User to conclude a contract (“Service Order”).
[3.2] The price list on Climatiq’s website does not represent binding offers.
[3.3] Service Orders are binding for the time specified therein. If no duration is specified, Service Orders are binding for 14 days from the day the Service Order is transmitted.
[3.4] These GTC apply in addition to any agreed Service Orders. In cases where provisions of these GTC conflict with provisions of the Service Order, the provisions of the Service Order shall have priority.
[4.1] To obtain emission estimates and/or further Data and/or the outcome of Climatiq’s computational analysis of the Database pursuant to clause 2.1 (“Result”), or make use of the Services, the User has to transmit data to Climatiq. The User authorises Climatiq to make appropriate, lawful and, if necessary, confidential use of all or any such information to the extent required for the provision of the Service. Furthermore, the User shall ensure that all such information which is given to Climatiq:
(a) has been properly and lawfully obtained;
(b) may properly and lawfully be shared with Climatiq;
(c) complies with applicable law; and
(d) does not infringe third party rights.
[4.2] Unless otherwise agreed, the User grants Climatiq a simple, transferable, sublicensable right to use the data provided by the User to Climatiq, for:
(a) the purpose of performing Climatiq’s contractual obligations;
(b) the purpose of performing data validation and environmental impact measurement as part of its Service (including to other customers), provided that Climatiq aggregates such data and uses them in aggregated form only, in a way that does not allow tracing their origin, in particular anonymised or censored where necessary;
(c) the purpose of improving Climatiq’s Service.
[5.1] If the Parties have agreed that the Service includes provision of emission estimates or other impact assessments, the User is obliged to provide the necessary input data on a company's or person's activities ("Activity Data").
[5.2] Climatiq shall be entitled to rely upon such Activity Data obtained from the User and shall not in any respect be responsible for its accuracy or completeness or have any obligation to verify the same.
[6.1] In case of intent or gross negligence of Climatiq or Climatiq’s agents or assistants in performance, Climatiq is 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 unintentional, Climatiq’s liability for damages shall be limited to the damages according to reasonable estimates.
[6.2] Climatiq’s liability for culpable damage to life, body or health shall remain unaffected.
[6.3] The User is not entitled to compensation for damages due to restrictions relating to the usability of the Database or the API.
[6.4] Climatiq is only liable for the loss of data according to the above paragraphs 6.1 through 6.3 if the User could not have prevented this loss by adopting suitable data backup measures.
[6.5] Any liability not expressly provided for by the paragraphs 6.1 through 6.5 shall be disclaimed. In particular, Climatiq refrains from any liability with regard to the accuracy of the Data and/or any Result.
[6.6] Claims of the User based on the breach of any duty not consisting of a defect expire, 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 the User involves personal injury. Claims for personal injury become statute-barred within the statutory limitation period.
[7.1] Pricing is subject to the price list made available on Climatiq’s website (“Price List”) or to an individual Service Order. To access Services which are free of charge, Users need to create a user account pursuant to clause 2.3 and comply with the policies and restrictions as defined in the respective module. Free options are limited as specified on the price list. Climatiq reserves the right to change the remuneration for the renewal term, subject to a notice period of 6 weeks and a right to terminate the contract to the end of the then-current term. Climatiq reserves the right to measure the use of its Service by any User and to charge or exclude Users in violation of the fair use policy, subject to a respective individual warning notification.
[7.2] Where applicable, VAT is to be added to all prices listed.
[7.3] Unless agreed otherwise, any invoice is due for payment within 30 days after receipt of the invoice without any deduction.
[7.4] The available payment options are detailed by the Price List or are specified in an individual Service Order. If the Price List does not contain any provisions on the payment options, payments can be made via bank transfer or credit card.
[8.1] The term of the contract and terminability shall be governed by the provisions of the Price List or the individual Service Order. Unless agreed otherwise, the term of any contract begins on the same date as the User account is activated pursuant to section 2.3, has a fixed duration of twelve (12) months and will be extended by twelve (12) additional months if the Client does not terminate the contract pursuant to section 8.2.
[8.2] Unless agreed otherwise either Party may terminate the contract with 3 months’ notice period (i) for contracts with fixed terms, to the end of the fixed term and (ii) for contracts with an unlimited term, any time. The right to extraordinary termination for good cause remains unaffected.
[8.3] Termination of the contract shall not prejudice or affect the accrued liabilities as at termination. Termination shall not affect the continuation of the following sections of these GTC in the contract: 4.2 (license granted to Climatiq) 6 (Liability, damages and limitation of claims), 9 (Data protection and data security), 11 (Confidentiality, as regulated by 11.5 in detail).
[9.1] The User is aware of the general risk that transmitted data may be intercepted during transmission. This applies not only to the exchange of information via emails that leave the system, but also to all other data transmissions. For this reason, the confidentiality of data transmitted cannot be guaranteed.
[9.3] The User is obliged to comply with applicable data protection laws with respect to the personal data of third parties.
[10.1] Database, API, and Software are used via an internet connection.
[10.2] Climatiq provides only the IT infrastructure of Database and API. Climatiq is not responsible for establishing and maintaining the data link between the User's IT system and Climatiq data centre or its subcontractor's data centres that host the Software (“Transfer Point”). Climatiq is not responsible for malfunctions beyond the Transfer Point.
[10.3] The provision of the necessary internet access is not part of the contractual relationship. The User is responsible for the procurement and maintenance of the necessary hardware and connections to public telecommunications networks. The costs of setting up the online connection and maintaining it on the User's side shall be borne by the User. Climatiq is not liable for the security, confidentiality, or integrity of the data communication, which is conducted via third party communication networks. Climatiq is also not liable for malfunctions in data transmission caused by technical errors or configuration problems on the side of the User.
[10.4] Unless otherwise agreed, Climatiq grants the User a simple, non-transferable, non-sublicensable, revocable right, restricted to the term of the respective individual contract, to use the API and the Software on Climatiq’s IT infrastructure according to these GTC and according to, and only for, the contractual purpose.
[10.5] As to rights in the Database, Data or any Result, respectively, the “Creative Commons - Attribution-ShareAlike 4.0 International — CC BY-SA 4.0“ (“Database License”) applies, as available under https://creativecommons.org/licenses/by-sa/4.0/legalcode. If any provision set up by the Database License contradicts a provision in these GTC, the latter shall prevail. The Database License shall be governed by the laws of the Federal Republic of Germany, with the exception of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
[10.6] Only the User may use the Database, API, and/or Software. The User is neither entitled to make the API and/or Software accessible to third parties, nor to copy, decompile, reverse engineer or edit the API and/or Software beyond the contractual purpose.
[10.7] Climatiq may monitor the proper contractual use of Database, API, and Software by adopting suitable technical measures in compliance with data protection laws. Such measures may include, for instance, restricting or blocking access, or deleting User content.
[11.1] Within these GTC, “Confidential Information” means all business secrets, the existence and content of the business relationship between the parties as well as all other information the parties disclose that is non-public, confidential and/or protected.
[11.2] The parties are obliged
(a) to treat the other party’s Confidential Information as strictly confidential, and only to use such information for the contract purpose resulting from these GTC and the individual contract with the User,
(b) to refrain from passing on or disclosing other party’s Confidential Information to third parties and to refrain from providing access to Confidential Information for third parties,
(c) to adopt appropriate measures to prevent unauthorised persons from obtaining access to other party’s Confidential Information, and
(d) to protect other party’s Confidential Information against unauthorised 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 listed in section 11.2 do not apply to Confidential Information
(a) 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;
(b) 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;
(c) that was developed independently by a party without the use or reference of the other party’s Confidential Information;
(d) that is handed over or made accessible to a party by an authorised third party without violating any confidentiality obligations;
(e) that must be disclosed due to mandatory statutory provisions or a court decision and/or a decision of an authority;
(f) that a party has consented to be made public in these GTC or in writing (pursuant to § 126b BGB)).
[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 individual use or disclosure of 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.
[12.1] Climatiq reserves the right to change or amend these GTC in whole or in part for the following reasons: legal or regulatory reasons, security reasons, to further develop or optimise existing qualities of Climatiq services and to add additional qualities, to adapt to technical progress and make technical adjustments and to guarantee the future functionality of the Service provided by Climatiq.
[12.2] Climatiq will inform the User of any changes, communicating the specific content of the modified provisions with sufficient advance notice at least one month before the planned changes come into force.
[12.3] The User has a right to terminate the contract with immediate effect within two weeks upon receipt of the notification. If the User does not terminate the contract or if the User does not object to the change notification within two weeks upon its receipt, the changes are deemed as accepted by the User. In the change notification, Climatiq will separately inform the User about the right to object and the above-mentioned legal consequences of remaining silent.
The User consents to Climatiq disclosing the cooperation between Climatiq and the User for marketing purposes. In this context, Climatiq may use the name and the company logo of the User. The User can revoke this consent at any time by declaration in text form (e.g. by e-mail to firstname.lastname@example.org).
[14.1] The User shall only have a right of set-off, reduction and/or withholding payments against Climatiq if its counterclaim has been legally established, undisputed, or acknowledged by Climatiq. Furthermore, the User may only exercise a right of retention if the counterclaim is based on the same contractual relationship. The User's right to reclaim remuneration not actually owed shall remain unaffected by the limitation of section 6.6.
[14.2] All declarations concerning this contractual relationship must be submitted in text form (e.g. e-mail, but not fax) unless otherwise agreed.
[14.3] The place of fulfilment and sole place of jurisdiction for all disputes arising from the contractual relationship including these GTC is Berlin. However, Climatiq is entitled to bring legal action at the registered address of the User.
[14.4] The laws of the Federal Republic of Germany apply, with the exception of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
Berlin, January 2023