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General Terms and Conditions of THE CLIMATE CHOICE UG
The following general terms and conditions (“GTC”) apply to all services provided by THE CLIMATE CHOICE UG (“TCC”) in the field of climate performance rating to its clients.
Conflicting contractual conditions of the customer shall only be included if TCC expressly agrees to their validity in writing.
The services of TCC are exclusively directed at entrepreneurs, i.e. natural or legal persons or partnerships with legal capacity, who are acting in the exercise of their commercial or independent professional activity when concluding the legal transaction.
1 Conclusion of Contract & Scope of Services
1.1 TCC will submit an offer to the customer. To accept the offer, the customer must sign and return the offer to TCC (digital signature is sufficient). Upon receipt of his acceptance by TCC, the contract shall be concluded. A delayed acceptance of the offer shall be deemed a new offer by the customer, which TCC may accept or reject at its own discretion. A valid contract is also concluded if the customer makes use of TCC’s services after receipt of the offer without expressly declaring acceptance.
1.2 TCC offers its customers different service packages. The scope of the services owed by TCC is defined in each case in the accepted offer.
2.1 Within the scope of the certification, the customer must provide all information completely and truthfully and be available to TCC for queries.
2.2 TCC or – in consultation with the customer – a commissioned third party shall check the information provided by the customer and evaluate it.
2.3 In the follow-up to the evaluation, TCC will make recommendations for action to the customer and inform him whether and – if so – in what form he has passed the certification.
2.4 The recommendations for action relate solely to the client’s climate performance and do not constitute advice on the achievement of or compliance with other corporate objectives.
2.5 If the customer has provided false or incomplete information during the certification process, TCC may revoke the certification at any time.
3 Additional Consulting Services
The parties may also mutually agree on the provision of additional consulting services by TCC. These additional consulting services shall be remunerated separately by the customer.
4 Climate Data Platform
4.1 TCC operates an online database accessible only to certified customers (“Climate Data Platform”). The Climate Data Platform contains a directory of companies and allows customers listed there to contact each other.
4.2 The certified client can create a profile in the company directory with information about his company. His profile details can be accessed by other certified clients. The client must provide all information in the profile truthfully.
4.3 The certified customer receives from TCC the required software as well as access data for the agreed number of users for the Climate Data Platform. The access data must be kept secret by the customer.
4.4 Insofar as customers use the communication function of the Climate Data Platform, they must at all times comply with the applicable law. In particular, the use of the communication function for spam, multi-level marketing or other aggressive advertising, as well as unfair business practices or agreements restricting competition, is prohibited.
4.5 In the event of conclusive complaints by other users or reasonable suspicion of a violation of these GTC by the customer, TCC may temporarily block the customer’s access to the Climate Data Platform at any time. TCC shall inform the customer of the blocking at short notice and give the customer the opportunity to comment, provided this is reasonable and legally possible for TCC. After receipt of the customer’s comments, TCC will decide again on the blocking.
5 Climate Choice Readiness Logo (CCR Logo)
5.1 Provided that the customer fulfils the certification requirements, TCC grants the customer a simple, non-transferable or sub-licensable right to use the respective CCR logo for one year from conclusion of contract. After the end of the license period, the customer shall immediately discontinue the use of the CCR logo, unless the customer has been successfully re-certified by TCC.
5.2 When using the CCR Logo, Customer shall at all times comply with the Logo Guidelines issued by TCC, as amended from time to time.
5.3 TCC may revoke the right of use at any time if the customer
- (a) has provided false or incomplete information during the certification process,
- (b) does not (any longer) meet the requirements for certification,
- (c) is in arrears with payments to TCC,
- (d) the contract between the parties ends prematurely, or
- (e) the customer has become the subject of public criticism due to an act or omission attributable to him which gives rise to fears of a not inconsiderable impairment of TCC’s reputation.
6 Remuneration and Payment
6.1. The remuneration stated in the offer shall apply to the services of TCC. For additional services not listed in the offer, TCC shall, if required, quote the prices separately to the customer. All prices are exclusive of value added tax.
6.2 Unless expressly agreed otherwise, all payments shall be due in advance for the entire term of the contract.
6.3 Payments due are to be made within 14 days after receipt of the respective invoice to the account designated by TCC.
7.1 TCC will use sufficiently qualified personnel for the consulting service.
7.2 TCC endeavors to ensure that the Climate Data Platform is as accessible as possible without interruption. However, uninterrupted accessibility is not guaranteed. Particularly during maintenance work, the Climate Data Platform may be temporarily unavailable or only available to a limited extent. TCC will inform customers of planned maintenance work in advance if possible.
7.3 To the extent that certified clients enter into contractual discussions or contracts with each other through the Climate Data Platform, TCC shall not be a party to such contracts nor does TCC warrant the solvency or other characteristics of any of the parties.
8.1 TCC shall be liable to the customer for damages resulting from injury to life, body or health caused by a culpable breach of duty by TCC, a legal representative or vicarious agent of TCC, for damages caused intentionally or by gross negligence, for damages resulting from the breach of a warranty promise or from fraudulently concealed defects without limitation in accordance with the statutory provisions.
8.2 In all other cases, TCC shall only be liable to the customer in the event of a breach of material contractual obligations (cardinal obligations), and such liability shall be limited to the foreseeable damage typical for the contract.
8.3 The above limitation of liability shall apply mutatis mutandis to the personal liability of legal representatives or vicarious agents of TCC.
9 Term and Termination
9.1 Unless a different minimum contract term has been agreed with the customer, the contract term shall be one year from the conclusion of the contract. The contract term shall be extended by a further year in each case unless the contract is terminated by one party no later than three months before the end of the current contract term.
9.2 The right of the parties to terminate the contract extraordinarily for good cause remains unaffected.
9.3 Any termination must be in writing, whereby the sending of a copy of the written termination by e-mail is sufficient.
10 Affiliated Companies
Unless expressly agreed between the parties, the contract only entitles the customer and not any companies affiliated with it or other third parties. In particular, use of the CCR logo by affiliated companies or other third parties is not permitted in this case.
11.1 The parties undertake to maintain secrecy with regard to company and business secrets and other facts requiring secrecy which become known to them in the course of the conclusion and performance of this contract and to oblige their employees to maintain secrecy accordingly.
11.2 Excluded from this obligation to maintain secrecy is the disclosure of
- to advisors of the respective party (lawyers, tax advisors, etc.) who are bound to professional secrecy, and
- for the purpose of legal enforcement or defence as well as on the basis of a legal obligation or official orders.
12.1 All amendments to the contract, including these GTC, must be made in writing. This also applies to an amendment of the written form requirement itself.
12.2 The customer may only set off claims of TCC against undisputed or legally established claims of its own or assert a right of retention against them.
12.3 The contract is subject to German law, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and in connection with the contract is Berlin-Mitte.
12.4 The English version of these GTC is only provided for information purposes. In case of doubt, the German version shall prevail.