Terms & Conditions.

General contractual terms and conditions (GTC)

 

of Global Climate Changer GmbH (hereinafter referred to as “Global Changer”),

Blumenstraße 43, 10243 Berlin, Germany

 

 

1. Other, separate general terms and conditions of Global Changer

 

Global Changer also uses the following specific terms and conditions of business in addition to these GTC, depending on the service ordered:

 

Consulting Conditions

Carbon removal Conditions

 

The following General Terms and Conditions of Business apply unless provisions to the contrary are explicitly agreed upon with Global Changer in individual orders (offer by Global Changer, order confirmation by the client) or are contained in the above-mentioned special terms and conditions of business of Global Changer.

 

2. Scope of applicability

 

Global Changer's services are aimed at corporate customers, non-profit organisations and the public sector.

 

The provisions of this contract apply exclusively. Any terms and conditions of business of the client shall not be a part of the contract.

 

3. Cooperation obligations of the client

 

The client undertakes to fulfil cooperation obligations free of charge to the extent that they are necessary for the provision of the services by Global Changer. Necessary cooperation obligations may include the provision of necessary data or documents, the nomination of contact persons, the provision of technical environments, etc.

 

4. Delivery deadlines and dates

 

Fixed delivery deadlines and/or dates for the provision of services by Global Changer shall only apply if they have been explicitly agreed upon in the relevant individual order and if the client has properly fulfilled its cooperation obligations. If the client fails to fulfil his cooperation obligations and also fails to fulfil them after a reminder is issued by Global Changer within the time limit set by him, Global Changer will no longer be bound by any agreed delivery deadlines or dates. If the client subsequently fulfils the cooperation obligations within the time limit, the Parties shall agree upon new delivery deadlines and/or dates. If the time limit expires ineffectively, Global Changer will have the right to terminate the contract by way of extraordinary termination, unless the client promptly pays the appropriate compensation.

 

5. Remuneration, payment terms, invoicing, delay, retention and set-off

 

The remuneration and payment terms for services provided by Global Changer shall be based on the terms specified in the respective individual order. The following also applies:

 

All prices should be understood as being ex the place of delivery (Global Changer’s registered office), unless agreed otherwise. 

 

All prices are in Euros.

 

The client must pay Global Changer the statutory VAT payable on the prices specified.

 

The invoice must be paid in non-cash form into an account specified on the invoice. Invoices of Global Changer shall be payable not later than 10 days after the invoice date without any deductions. Global Changer will have the right to credit payments made by the client to its oldest due receivables from the client, according to its own discretion.

 

If Global Changer’s online platform is used, the payment methods offered on it can alternatively be used. If payment is made by direct debit, in the event of a charge back an amount of €7.50 shall be collected in addition to the invoice amount, consisting of the charge back fee and compensation for additional expenses. If no or significantly lower losses are demonstrably incurred as a result of the charge back, the amount will be calculated based on the losses actually incurred. 

 

If the client delays in making payment, interest for delay in the amount of 8% over the base interest rate (Articles 288 II and 247 of the German Civil Code (Bürgerliches Gesetzbuch)) shall be payable on the outstanding amount, unless the client provides proof that lower losses were incurred as a result of the delay. Global Changer will have the right to assert a claim for further losses if it incurs higher losses as a result of the delay than the interest claimed by it. The client will be free to provide proof that Global Changer incurred lower losses, as the case may be.

 

If the client delays in making payments on a significant amount, despite reminders being issued, or if circumstances arise that appreciably impair the client’s creditworthiness, for example an application for the opening of insolvency or bankruptcy proceedings, Global Changer will have the right to suspend any further services that it has undertaken to perform, demand immediate payment of all outstanding amounts and terminate all contracts that still exist with the client by way of extraordinary termination, in which case any agreed deadlines for the performance of outstanding work by Global Changer shall automatically lose their effectiveness.

 

The client will not have the right to exercise a right of retention with respect to Global Changer with regard to a different claim that does not originate from the respective contract with Global Changer. The client can only carry out a set-off with claims against Global Changer that are indisputable or have been established with legally binding effect.

 

6. Rights

 

All copyright and ownership rights of Global Changer relating among other things to any software or know-how provided for use or to materials or other intellectual property provided in writing or electronically shall remain with Global Changer. The commissioning of Global Changer shall not give rise to any transfer of those rights. Global Changer will only grant the client usage rights to the extent explicitly specified in the relevant individual order. Any use outside the contractual relationship between Global Changer and the client, including reproduction and passing on to third parties, is explicitly prohibited for the client. The granting of usage rights or other explicitly granted rights shall only be effective once payment has been made in full.

 

The rights granted to the client by Global Changer are non-transferable. A transfer of rights and obligations from the contracts concluded with Global Changer by the client to a third party shall require Global Changer’s prior written consent. In the event that consent is given to perform a transfer, the client shall be obliged to return or delete all documents, information, accesses, etc. that it received from Global Changer in connection with the contract.

 

If the client concludes contracts with Global Changer with a longer term, Global Changer shall grant it a simple, non-transferable usage right limited to the respective contractual terms to the registered trademarks of Global Changer or one of its affiliated companies, which Global Changer shall make available to the client. The usage right will be limited to the use of the trademarks for the purposes of the client’s advertising with reference to the cooperation with Global Changer and the related services in the area of climate protection. When the contract ends, the usage right granted will automatically expire. The client shall immediately delete and/or remove the trademarks from all corporate presences and corporate documents and immediately cease any other use for advertising purposes.

 

7. Liability

 

c) Global Changer shall be liable without limitation for any damages arising from loss of life or limb resulting from a negligent breach of obligation by it or from an intentional or negligent breach of obligation by one of its statutory representatives or vicarious agents.

 

Otherwise, Global Changer shall be liable as follows:

 

-for losses resulting from wilful misconduct or gross negligence of the statutory representatives or managerial employees of Global Changer or from serious organisational fault, without any limitation on the amount of losses;

 

-for losses resulting from a culpable breach of key contractual obligations or for losses caused by vicarious agents of Global Changer due to gross negligence or intentionally without a breach of key contractual obligations, limited to the losses which are typical and foreseeable based on the contractual use of the subject of the contract. Key contractual obligations are obligations whose fulfilment is necessary to achieve the objective of the contract.

 

Any further claims for compensation for losses are excluded. In particular, Global Changer shall not be liable either for incorrect information provided by certificate providers or certificate registers or for other acts or omissions of those parties that are beyond Global Changer’s control and that may lead to losses for the client.

 

The client shall be liable towards Global Changer for the correctness of the data provided or entered by it. Global Changer cannot verify the correctness of the data provided. Any liability of Global Changer for outcomes resulting from incorrect data being provided or entered is explicitly excluded. 

 

Contributory negligence of the client, for example due to inadequate backup, will be attributed to the client.

 

8. Confidentiality, data protection and references 

 

Both parties undertake to ensure that the persons participating in the project treat as strictly confidential all confidential information that the parties provide to each other, are familiar with the data protection regulations and comply with the provisions of the German Data Protection Act (Bundesdatenschutzgesetz). This applies to both employees and external advisers and also to any subcontractors of either party to be included in the project in question.

 

Confidential information of the client shall be deemed to exist if the client explicitly marks a matter as a company or business secret, unless it is obviously a company or business secret. The client shall appropriately mark in good time any documents which it would like Global Changer to give special protection and treat as a secret due to their particular sensitivity.

 

Confidential information of Global Changer shall be deemed to exist with regard to all its company and business secrets, which particularly include (but are not limited to) software, interfaces, know-how with regard to calculation models, etc. provided by it and the terms and conditions of the respective individual orders.

 

The client grants Global Changer an irrevocable right to record any emissions data obtained from it in its databases in anonymised form and to use it. Otherwise the privacy policy available at https://www.globalchanger.org/privacy-policy applies. 

 

The client also grants Global Changer the right to include it in its reference lists and to name it as a reference. For that purpose, the client grants Global Changer a simple usage right to its company name and logo. The client can revoke that right at any time with respect to Global Changer.

 

9. Final provisions

 

Unless explicitly agreed otherwise in the respective individual order, the place of performance for all deliveries and services of Global Changer is Global Changer’s registered office.

 

All communication by Global Changer with the client shall be conducted electronically, provided it is permitted by law. Global Changer reserves the right to use a different form (e.g. written form) in individual cases.

 

All contractual relationships between the client and Global Changer are subject to German law, particularly the German Civil Code (Bürgerliches Gesetzbuch) and the German Commercial Code (Handelsgesetzbuch). The applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

 

If the client is a registered trader, the place of jurisdiction for all disputes resulting indirectly or directly from the contractual relationship is Global Changer’s registered office.

 

Should one or more provisions of this contract be ineffective, the effectiveness of the rest of the contract shall not be affected. The contract partners undertake to replace any ineffective provisions with an effective provision that comes as close as possible to the commercial objective pursued with the ineffective provision. Until such a provision is agreed upon to replace the ineffective provision, a provision that comes closest to the commercial meaning and purpose of the ineffective provision shall apply. The same applies in the event of a gap or omission in the contract that needs to be filled in.

 

Any amendments or additions to the respective individual order shall only be effective if they have been explicitly agreed upon in writing by both parties (Global Changer and the client).

 

Global Changer explicitly reserves the right to amend the provisions of its general and specific terms and conditions of business at any time without giving reasons. Global Changer shall notify the client by e-mail of the change in the terms and conditions of business in good time before the effective date of the changes. The amendments shall be deemed to have been accepted if the client fails to object to the amended terms/conditions within six weeks. Global Changer shall separately inform the client in its notification e-mail of the six-week time limit and of the legal consequences of acceptance in the absence of an objection.

 

As at: 23.06.2020

 

Consulting conditions 

 

of Global Climate Changer GmbH (hereinafter referred to as “Global Changer”),

Blumenstraße 43, 10243 Berlin, Germany

 

1. The subject of the contract

 

Global Changer provides its clients with comprehensive services in the area of voluntary climate protection. Consulting can, among other things, take the form of an analysis of the status of the client’s CO2 emissions, the development of climate protection strategies and measures for the client as well as assistance in and supervision of their implementation and adherence to them, services related to the integration of the solutions into the client’s systems and the provision of advice with regard to the client’s communication in the area of climate protection.

 

The specific ordered consulting services shall be defined and specified by the client in the respective individual order.

 

If services in the area of solutions and/or carbon removal are included in the respective individual client order besides consulting services, the “Solution Conditions” and/or “Carbon removal conditions” set out below shall apply to them as well 

 

2. Cooperation obligations of the client

 

See section 3 of the GTC.

 

3. Delivery deadlines and dates

 

See section 4 of the GTC.

 

4. Remuneration, payment terms, invoicing, delay, retention and set-off 

 

If the consulting contract is terminated by the client prematurely, Global Changer will be able to demand appropriate remuneration for the work it has performed up to that moment, including any travel and other expenses incurred, unless they were paid in advance. There will be no reimbursement of payments already made.

 

If the client delays in accepting the consulting services, Global Changer will be able to demand the agreed remuneration for the services that were not performed as a result of the delay, without being obliged to render a subsequent performance.

 

Otherwise section 5 of the GTC applies.

 

5. Term and termination

 

The term of and the notice period for termination for consulting contracts are based on the arrangements set out in the respective individual order.

 

6. Rights

 

As a rule, the client shall receive a simple use and utilisation right to the work outcomes provided by Global Changer without any time limitation. The client shall only receive an exclusive use and utilisation right to developments designated as client-specific if this has been explicitly agreed upon in writing in the respective individual order.

 

Otherwise section 6 of the GTC applies.

 

7. Liability

 

See section 7 of the GTC.

 

8. Confidentiality, data protection and references 

 

See section 8 of the GTC.

 

9. The completion of the work 

 

If the drafting and provision of documentation has been agreed upon in the individual order, Global Changer shall provide the said documentation to the client no later than upon the completion of the work, without being requested to do so.

 

10. Final provisions

 

See section 9 of the GTC.

 

Otherwise the provisions of the laws on services apply.

 

As at: 23.06.2020

 

 

Carbon removal conditions

 

of Global Climate Changer GmbH (hereinafter referred to as “Global Changer”),

Blumenstraße 43, 10243 Berlin, Germany

 

1. The subject of the contract

 

On the basis of a service contract, Global Changer provides its clients with the service of removing the greenhouse gas emissions of the client or its end customers, i.e. so-called “CO2 carbon removal”, with carbon removal credits. The CO2 carbon removal service is carried out through the selection, purchase, accounting and retirement of CO2 certificates from recognised climate protection projects in voluntary emissions trading (the voluntary market).

 

2. Concluding a contract

 

The carbon removal contract shall be concluded through the respective individual order. If the client has access to the marketplace, he can directly create CO2 carbon removal orders for himself or his end customers in the marketplace. Alternatively, the conclusion of the carbon removal contract can be ordered by way of a separate offer in writing. 

 

A requirement for the acceptance of the individual order by Global Changer is that the client order has a minimum volume of 1 kg CO2. In the event that this minimum volume is not reached, Global Changer reserves the right to round the ordered quantity up to the minimum volume.

 

If orders are created for end customers of the client, no separate contractual relationship shall arise between Global Changer and the end customer. Global Changer will provide its service exclusively to the client. The settlement of the carbon removal orders of end customers of Global Changer’s client shall occur exclusively between Global Changer and the client.

 

The marketplace enables the client to create an order initially as a draft and subsequently create a final order, or directly create a final order. A draft order is not legally binding and can be modified or deleted by the client at any time. Drafts that are not subsequently converted into final orders by the client can be deleted by Global Changer from the marketplace after a reasonable period of time without further notification. Only through the finalisation of an order does the legally binding service contract for the carbon removal between the client and Global Changer come into existence. When a written order is placed, a legally binding contract always comes into existence. The possibility of preliminary, non-legally binding drafts is excluded in this case.

 

The client does not have the right to rescind the contract.

 

3. The performance of the contract

 

Global Changer shall ensure that the client has sufficient emission reduction certificates at its disposal for the CO2 carbon removal. 

 

To ensure that each certificate is only used once, Global Changer will retire it. When the certificate is retired, no further transfers of that certificate are possible. Retirement is carried out by Global Changer at highly regular intervals. On the respective retirement date, the sold quantity from the respective project will be collectively retired.

 

The client has no right to the permanent provision of emission reduction certificates from one particular climate protection project. In the event that the selected emission reduction certificates cannot be supplied, Global Changer reserves the right to carry out the carbon removal through the retirement of comparable, equivalent, or higher value emission reduction certificates.

 

4. Remuneration, payment terms, invoicing, delay, retention, and set-off

 

The remuneration for the selected carbon removal shall be based exclusively on the prices specified in the marketplace when an order is finalized or according to the prices specified in the written individual order. 

 

Generally, payment for the carbon removal orders shall be made individually for each carbon removal order placed. Notwithstanding the above, Global Changer reserves the right to settle several orders together in the event of small orders according to its own discretion. 

 

The final retirement of the emission reduction certificate(s) contained in the carbon removal order shall only be carried out after payment has been made in full. 

 

Otherwise section 5 of the GTC applies.

 

6. Rights 

 

Global Changer shall provide the client with an identification symbol (label) with an integrated Global Changer identification number for its carbon removal orders. The label shall be used for its specific purpose only. Misleading labelling, such as marking a product or a batch with an incorrect label or with a label that suggests carbon removals above the actual order, is impermissible. The label must not be applied or used if, for example, the product or the product batch is not climate neutral or only partially climate neutral. Once an order has been finalized, the client will receive a usage right to the respective identification symbol subject to the subsequent condition: the usage right expires automatically if the client fails to pay for the carbon removal order despite a reminder being issued by Global Changer and if the time limit expires ineffectively (the fulfilment of the condition subsequent). 

 

If the condition subsequent is fulfilled, the client will be obliged to immediately return to Global Changer all identification symbols (labels) with an integrated Global Changer identification number for the carbon removal order without being requested to do so or permanently and demonstrably delete or destroy them.

 

Otherwise section 6 of the GTC applies.

 

7. Liability

 

Liability of Global Changer

 

Global Changer shall not bear any liability with regard to the permanent provision of CO2 emissions certificates from a particular climate protection project. The client is not entitled to any claims on that basis against Global Changer. 

 

Otherwise section 7 of the GTC applies.

 

The client’s liability 

 

The client shall be liable to Global Changer in terms of only labelling as climate neutral those orders whose emissions have actually been removed. If Global Changer finds that the volume of the products or services labelled as climate neutral is larger than the order volume entered in the marketplace, it will have the right to charge the client for certificates in the corresponding amount. Global Changer will have the right to estimate the quantity of emission reduction certificates if the company fails to cooperate in good faith. Global Changer also reserves the right to assert claims for compensation for losses incurred by it due to breaches of obligation resulting from wilful misconduct or gross negligence (through the misuse of the identification symbol). 

 

8. Confidentiality, data protection and references 

 

See section 8 of the GTC.

 

9. Final provisions

 

See section 9 of the GTC.

 

Otherwise the provisions of the laws on services apply.

 

As at: 23.06.2020

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