General Terms & Conditions

 

  1. General T&Cs; Agreement

    Reference is made to the accompanying quote, service agreement, or any other agreement executed in written by Client and Footprint Intelligence GmbH (the “Agreement”), each as identified therein (respectively, “Client” and “Footprint Intelligence GmbH”; each a “Party” and, together, the “Parties”). These General Terms and Conditions (the “GTCs”) will be deemed incorporated by reference in the Agreement and may be incorporated by reference in any future service agreements with Client; each service agreement, together with these General Terms and Conditions, will constitute a separate Agreement. To the extent there is any conflict or inconsistency between an Agreement and these GTCs, the Agreement will prevail. In the event of a conflict between the provisions of these GTC and the general conditions of purchase and/or any other document, as it could be provided or referenced by Client, the provisions of these GTC will prevail. Any exceptions to this require a separate written agreement executed by the Parties. Footprint Intelligence GmbH reserves the right to change the GTC for factual reasons (e.g., change of law or jurisdiction, change of economic circumstances or business model). Corresponding changes will be communicated to Client in writing. If Client does not object in writing within ten (10) days of notification, the changes shall be deemed accepted.  
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  2. Services

    Footprint Intelligence GmbH provides greenhouse gas emission calculation, reduction, management; ESG-management and reporting; sustainable stakeholder engagement and education and other relevant services to businesses (the "Services") to help clients improve and report on their Environmental, Social and Governance performance. For this purpose, Footprint Intelligence GmbH has developed certain software (the ”Software“) that is available to clients on the platform footprint-intelligence.com or business.yourfootprint.co (the "Platform"). Footprint Intelligence GmbH's entire offering is expressly directed to business clients, i.e. legal persons, or partnerships with legal capacity, acting in the exercise of their commercial professional activity when concluding the legal transaction, any offering to consumers being expressly excluded. Footprint Intelligence GmbH will provide Client with the specific Services set forth in the relevant Agreement. The Services include data, information, reports and analyses, and the related access and software tools. The Services may be renamed, updated or modified from time to time as Footprint Intelligence GmbH may determine in the ordinary course of its business. Footprint Intelligence GmbH warrants that i) the Services will be provided in accordance with generally accepted standards in the industry, ii) Footprint Intelligence GmbH will provide the Services in material compliance with applicable laws, and iii) the Services, in the form provided by Footprint Intelligence GmbH, will not infringe the intellectual property rights of any third party iv) it shall obtain any and all licenses, consents and/or authorizations necessary for Footprint Intelligence GmbH to fulfil its obligations hereunder. The Services are provided “as is” and subject to Footprint Intelligence GmbH’s ability to collect the relevant source information. Client acknowledges and agrees that the Services are advisory in nature and all actions and judgments taken by Client in connection with the Services are Client’s sole responsibility. Neither Party makes warranties on the accuracy, completeness, adequacy of information to be derived from the Services. Footprint Intelligence GmbH does not guarantee that access to the Platform or Services will be uninterrupted or error-free. Footprint Intelligence GmbH is allowed to include third-party data sets from various sources for the proper performance of the Services. Access to the Software and Services will be granted to Client in accordance with the terms of the relevant Agreement.  

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  3. Remuneration and Payment

    Footprint Intelligence GmbH owes the Services and shall receive in consideration the remuneration (the “Remuneration”) by Client, as provided for within the Agreement. Client will pay for the Services in accordance with the fees and invoicing schedule stated in the Agreement. Remuneration is due upon signature of the Agreement. The fees will apply for the duration of the Agreement, and Footprint Intelligence GmbH will provide a prior written notice of any fee changes effective thereafter. Footprint Intelligence GmbH shall inform Client in writing (e-mail is sufficient) about the fee changes, their calculation, as well as any right of termination to which Client may be entitled. Except as otherwise stated in the Agreement, fees are payable by Client within thirty (30) days from the receipt of invoice. Within 5 business days after written notice of non-payment, interest will accrue on late payments (to the extent not subject to reasonable dispute) from the due date until paid, at the lesser of 1.50% per month or the maximum allowed by law. Such non-payment of an invoice by its due date will, at Footprint Intelligence GmbH’s discretion, result in suspension of the Services. Fees are quoted net of VAT, with the applicable VAT amount being calculated in addition and displayed within the invoice. Further fees and other charges shall be borne by the Client. Additional expenses incurred by Footprint Intelligence GmbH employees in connection with the execution of the Agreement, such as travel expenses, shall be invoiced at cost by Footprint Intelligence GmbH to Client and paid as per the standard payment terms quoted in the Agreement. Remuneration can be compensated for the entire duration of the Agreement or on an annual basis upfront. Specific Remuneration terms may be otherwise agreed by the Parties in the Agreement. Footprint Intelligence GmbH is entitled to demand down payments or advance payments, as well as partial payments in accordance with the Service rendered. Footprint Intelligence GmbH may withhold Services, or prohibit the further use of Services, if Client is in default of payment. Client shall only be entitled to rights of set-off or retention insofar as its mutual claim is recognized or has been legally established.  

    In case of more work is required and written consent of both parties exist, the following rate would apply: 150€ per hour. 
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  4. Formation of Agreements; Cooperation

    The Parties will discuss in good faith Client's content and schedule needs and the feasibility of implementation through Footprint Intelligence GmbH’s Service and define a roadmap for performance. On this basis, Footprint Intelligence GmbH will prepare a binding offer (the “Offer”) and send it to Client in writing. The Offer shall only come into effect upon written confirmation by Client. Footprint Intelligence GmbH does not owe any Services that have not been expressly agreed with Client in writing. Changes, additions or deletions in the resulting Agreement (the "Amendments”) can be discussed and agreed upon by the Parties at any time. The Amendments must be made in writing and require the consent of both Parties. Footprint Intelligence GmbH is sole responsible in regard to how the Service is provided and therefore may provide the Service as they deem appropriate; however, Footprint Intelligence GmbH will consider the business needs of Client as far as possible. The Parties shall actively cooperate in this respect in order to ensure the smooth provision of the Service. The Parties shall discuss in good faith any issue that may arise from or in connection with the provision of the Service and will cooperate to remedy such issue as soon as practically possible. Footprint Intelligence GmbH determines the deployment of its employees according to availability and is entitled to subcontract some of its obligations under the Agreement to a third party.  
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  5. Client’s obligations

    Client undertakes to i) provide timely Footprint Intelligence GmbH with all information and documents necessary for the provision of the Service; ii) grant Footprint Intelligence GmbH the rights and accesses necessary for the performance of the Service; iii) and, perform all other acts of cooperation timely, in good faith, and free of charge. This includes in particular, but is not limited to, the provision of the information, data, images, plans and, if necessary, access to the premises of Client or third parties, required for the performance of the Service. Required documents are to be transmitted to Footprint Intelligence GmbH in a common, directly usable format or, if specified by Footprint Intelligence GmbH, to be entered into a digital format. Client warrants that it is entitled to make comprehensive use of the documents made available to Footprint Intelligence GmbH and indemnifies Footprint Intelligence GmbH in this respect against any third-party claims. Client shall back up all documents before handing them over to Footprint Intelligence GmbH to enable recovery in the event of loss. Proposals and instructions of Client do not constitute a co-authoring right to Services and have no influence on the Remuneration. Footprint Intelligence GmbH is not obliged to check the correctness of the information provided by Client. If incorrect, incomplete, corrected or missing information provided by Client has an influence on Footprint Intelligence GmbH's work to the extent that work has to be repeated in whole or in part or is delayed, Client shall bear the resulting costs. If Client fails to cooperate, or if Footprint Intelligence GmbH's performance is delayed for other reasons for which Client is responsible, Footprint Intelligence GmbH is entitled to demand compensation for the resulting damage, including additional expenses. 
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  6. Deadlines; Delay

    If dates and deadlines are not expressly agreed in writing, they are to be understood as non-binding guidelines, to which Footprint Intelligence GmbH will comply with to the best of its ability. If Footprint Intelligence GmbH is unable to meet binding deadlines for reasons for which it is not responsible (e.g. non-availability of the Service), it will inform Client without delay and at the same time notify Client of the expected new deadline. If the Service is also not available within the new delivery period, Footprint Intelligence GmbH shall be entitled to withdraw from the Agreement in whole or in part; it shall reimburse any undisputed amount already paid by Client.  
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  7. Terms of use

    Footprint Intelligence GmbH grants to Client, for the duration of the Agreement, a non-exclusive, nontransferable and non-sublicensable license to use the Service for the duration of the Agreement, for the territory as specified in the Agreement, for internal business purposes, and for external business purposes as further permitted in this section. The Client may publish the Client’s report for reporting efforts regarding carbon emissions reduction and management. The client may reproduce only limited excerpts of Footprint Intelligence GmbH Services in Client’s reports and other external communications and disclose same to third parties only to the extent reasonably necessary to support Client’s efforts to market its actions in regards to its carbon emissions reduction and management, provided, however, that such excerpts may not, in the reasonable opinion of Footprint Intelligence GmbH, be of such quantity or quality so as to be separately marketable by Client. Subject to the provisions of section 11 herein, in no event may any Footprint Intelligence GmbH data, or product information (including, but not limited to any image, screen shot, etc.), be publicly disseminated, for example in press releases, in or to the media, on the Internet, in advertisements, without the prior written consent of Footprint Intelligence GmbH. In no event may Client resell any Footprint Intelligence data or Services or any derivative work thereof or disclose or use any Footprint Intelligence GmbH data in any manner that is competitive with Footprint Intelligence GmbH’s Services (including to or with a competitor of Footprint Intelligence GmbH). Any use or disclosure of Footprint Intelligence GmbH data and Services other than as expressly specified herein and/or in the Agreement, is prohibited. Client will not use any Services in violation of any law or regulatory requirement and will not remove or otherwise interfere with any proprietary, confidentiality or copyright notice of Footprint Intelligence GmbH. Client agrees that it will i) not copy, modify, disassemble, decompile or otherwise reverse engineer tools, ii) ensure that its personnel do not share Footprint Intelligence GmbH-provided passwords with any unauthorized person, and iii) promptly notify Footprint Intelligence GmbH if any Client personnel are no longer authorized to use Services. The license granted in this section is subject to any other restrictions as may be stated in the Agreement. Unless otherwise agreed in the Agreement, Client acquires the simple right of use. Footprint Intelligence GmbH's Services may only be used for the required or agreed type of use, purpose and scope. Any other use requires the prior written consent of Footprint Intelligence GmbH and is to be remunerated separately. This excludes a transfer of the rights of use to any third parties without the prior written consent of Footprint Intelligence GmbH. Footprint Intelligence GmbH is the author of the Services and shall be properly named as such in all publications in connection with the Service.  
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  8. Intellectual Property Rights; Use of the Software

    Except for otherwise stated in these GTCs and/or the Agreement, nothing shall be construed as granting to any party any right under any patent, intellectual property right, copyright or trademark, nor shall affect the right of any Party to challenge the scope, validity or alleged infringement of any patent, intellectual property right, copyright or trademark. For the purposes of this section, “Intellectual Property” shall have the meaning of any video, audio, or audiovisual content, images, written or other materials, technology, application, tool, process, code, source code, know-how, methodology, work, business plan, customer list, data base, design, software, computer programs, inventions, and anything else that is or may be protected by any Intellectual Property Right. Footprint Intelligence GmbH agrees to i) grant to Client a license to use the Software, and ii) provide other services necessary for the productive use of such Software under the terms of the Agreement. The license is granted for the version of the Software available at the time of the signature of the Agreement. During the term of the Agreement, Footprint Intelligence GmbH grants to Client a renewable, personal, non-exclusive global right for Client's employees, contractors, or agents to access and use the Software for the purpose of Client’s business and as further described herein and/or in the Agreement. As between the Parties, Footprint Intelligence GmbH (or its licensor(s), as the case may be) holds and retains all the intellectual property rights on the Software and all the exploitation rights enabling it to sell, install, modify and interface the Software and to grant licenses to its clients, including to Client, including all associated intellectual property and other proprietary rights, and all rights not expressly granted to Client in an Agreement are reserved by Footprint Intelligence GmbH and its licensors. Accordingly, any unauthorized use of the Software by Client, is prohibited. The features described in the Agreement shall be deemed to be the scope of the Software. Footprint Intelligence GmbH may modify the features from time to time, including adding or changing features and functionality, to enhance Client's use. Client may subscribe to additional features or enhanced services in the form of Amendment and Agreement renewals, in which case any payments already made will be offset against the new scope of services. All Services are copyrighted and may be reproduced only as may expressly be stated in the Agreement. Any Client-owned intellectual or other property provided to Footprint Intelligence GmbH in connection with the provision of the Services will remain owned solely by Client.  Upon termination of the Agreement, Client will not receive updated data from Footprint Intelligence GmbH in respect of the period after the effective date of any such termination, however Client will retain a perpetual right to use the data received during the Term (defined below) as permitted by the Agreement.  
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  9. Liability

    NOTWITHSTANDING ANYTHING IN THESE GTC AND/OR THE AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES ARISING FROM, RELATED TO OR CAUSED, DIRECTLY OR INDIRECTLY, BY OR FROM THESE GTCs AND/OR THE AGREEMENT. Nothing in the Agreement shall operate so as to exclude or limit the liability of either Party arising from: i) malicious intent or gross negligence; ii) third party intellectual property rights infringement; iii) death or personal injury; iv) loss caused by fraud or fraudulent misrepresentation; v) and any loss which by law cannot be excluded or limited. Except for Client’s obligation to pay the Remuneration, or as otherwise stated in the Agreement, the total aggregate financial liability of each Party, however arising under or in relation to the Agreement, including liability for breach of Agreement, misrepresentation (whether tortious of statutory), tort (including negligence), liability under indemnities or otherwise, i) shall be sufficient to cover the type of foreseeable damages (damage expected to be typical for the Agreement) and ii) shall not exceed the amount of the total value of the Agreement. Footprint Intelligence GmbH undertakes to sufficiently insure the liability risks in connection with the provision of Services by means of and the amount thereof at its own expense. No action arising of the Agreement (other than an action for any fees or expenses due from Client) may be brought more than one year after the date on which the cause of action accrued.  
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  10. Indemnity

    Each Party (an “Indemnifying Party”) will indemnify, defend and hold the other Party and such other party’s officers, directors, employees, agents, affiliates, partners and suppliers (each an “Indemnified Party”) harmless from and against all third party claims, liabilities, damages, and expenses (including reasonable attorneys’ fees and expenses) arising out of i) where Client is the Indemnifying Party, any breach by Client of Section 7 and 8 of the General Terms and Conditions, and ii) where Footprint Intelligence GmbH is the Indemnifying Party, any claim that the Services, in the form provided by Footprint Intelligence GmbH, infringe the intellectual property rights of any third party.  

    If a Party wishes to claim under Section 10 (Indemnity), it shall: (a) notify the indemnifying party of the indemnification claim in writing as soon as possible once it becomes aware of the claim; (b) not make any admission of liability or fault; (c) give the indemnifying party sole control over the defense of the claim and settlement of it; and (d) provide all reasonable assistance to the indemnifying party. 
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  11. Marketing

    The Parties hereby grant each other a non-exclusive, non-transferable, royalty-free limited license to use the other Party’s trademarks and logos (collectively, the "Trademarks") provided by the other Party, provided that such Trademarks are used without modification in the form, solely in connection with promoting and marketing the products and/or services as contemplated hereunder, and otherwise in accordance with any guidelines and requirements (e.g. trademark usage policies) communicated by one Party to the other from time to time. The Trademarks of each Party shall remain the property of such Party. Client agrees to appear directly or indirectly in advertising, press releases or publications of Footprint Intelligence GmbH without, however, disclosing details about the Agreement, except to the extent necessary for the execution of the Agreement. Client agrees that Footprint Intelligence GmbH may use Client's logo on digital platforms and Footprint Intelligence GmbH's website and in promotional materials. 
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  12. Confidentiality

    As used in this section, “Confidential Information” means any confidential and proprietary information of or relating to the Party disclosing the information (“Disclosing Party”) or such Disclosing Party’s business, that is marked confidential or reasonably appears to be confidential or proprietary, and that is disclosed to the Party receiving the information (“Recipient”) in writing, orally, electronically, or other form, and also includes the terms of all Agreements between Client and Footprint Intelligence GmbH. Client acknowledges that Footprint Intelligence GmbH expends substantial time, effort and money to develop, enhance and maintain the Services, and that all such Services, whether acquired directly or indirectly by Client, constitute the Confidential Information of Footprint Intelligence GmbH and its valuable intellectual property. Recipient will maintain Confidential Information of Disclosing Party as strictly confidential and will not disclose such Confidential Information to any third party or use such Confidential Information for any purpose not expressly permitted under an Agreement. Confidential Information will not include any information that i) was in the public domain prior to the time of disclosure by Disclosing Party; ii) comes into the public domain after disclosure by Disclosing Party to Recipient, through no action of Recipient (and in the case of i) and ii) above, Recipient does not know or have reason to know that such information is in the public domain through an unauthorized disclosure); iii) is already known to Recipient at the time of disclosure by Disclosing Party; iv) is obtained by Recipient from a third party without a breach known to Recipient of such third party’s obligations of confidentiality; v) is independently developed by Recipient without use of Disclosing Party’s Confidential Information; or vi) is required by law or legal process to be disclosed by Recipient, provided that Recipient gives Disclosing Party prompt written notice of such requirement prior to such disclosure and, to the extent reasonably practicable, provides reasonable cooperation and assistance to Disclosing Party. Notwithstanding the foregoing, Footprint Intelligence GmbH shall have the right to use business information used on the Platform in aggregate and anonymous form solely for the purpose of compiling statistical and performance information or improving predictive capability in connection with the provision and operation of the Services and may make such information publicly available, provided that such information does not contain Confidential Information. Footprint Intelligence GmbH retains all intellectual property rights in such statistical information. Footprint Intelligence GmbH may identify Client’s name in a listing of its clients.  
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  13. Term and Termination of Agreement

    Except for otherwise stated in the Agreement, the duration of the Agreement is of one (1) year. Agreements will automatically renew for a successive period of one (1) year (the “Renewal Term”), subject to each Party’s right to terminate the Agreement in writing at the latest one (1) month before the end of the then-current Agreement term (e-mail is sufficient). Any such termination shall be effective as of the date that would have been the first day of the next Renewal Term. If either Party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching Party is not diligently pursuing a cure, within thirty (30) calendar days after written notice of the breach, the non-breaching Party may terminate the Agreement for cause as of a date specified in such notice. The termination must be acted in writing. Upon termination of the Agreement, Client shall pay to Footprint Intelligence GmbH all undisputed amounts due and payable thereunder. Except as otherwise set out in this Agreement, Orders cannot be cancelled, and all fees are non-refundable. 
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  14. Final provisions

    If one of the provisions of these GTC is invalid in whole or in part, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a valid provision shall be deemed to have been agreed which comes as close as possible to the economic purpose intended by the Parties. The place of jurisdiction for all disputes arising directly or indirectly from the Agreement is at Footprint Intelligence GmbH's registered office in Munich, Germany. However, Footprint Intelligence GmbH is also entitled to bring an action at the place of performance of the Service according to the Agreement or at the general place of jurisdiction of Client. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Agreements for the International Sale of Goods.