Terms and Conditions

This English version is provided for convenience only. In the event of discrepancies or conflicts, the German version shall prevail.

Preamble

(1) These General Terms and Conditions apply to all contracts for the use of the EmpCo Manager entered into with Papoo Software & Media GmbH, Auguststrasse 4, 53229 Bonn, Germany, hereinafter referred to as the "Provider".

(2) The service is intended exclusively for entrepreneurs within the meaning of section 14 of the German Civil Code (Buergerliches Gesetzbuch, "BGB"), legal persons under public law and special funds under public law, hereinafter collectively referred to as "Customers". Contracts may not be entered into with consumers.

(3) These General Terms and Conditions shall also apply to all future business relationships with the Customer where their incorporation is agreed afresh. The nature and scope of the services owed in each case shall be determined by the selected plan, the service description applicable upon formation of the contract, the Provider's offer and any individual agreements.

(4) Any departure from these General Terms and Conditions requires an express agreement. Individual agreements shall take precedence.

(5) For ease of reference, these General Terms and Conditions are divided into three Parts: Part I governs ordering, the term, remuneration and provision of the EmpCo Manager; Part II contains the special conditions of use for the software; and Part III contains the general provisions governing the performance of the contract.

Part I: Formation of the Contract and Use of the EmpCo Manager

Section 1 Subject Matter of the Contract

(1) The Provider shall make the EmpCo Manager available to the Customer for the term of the contract as a browser-based, hosted software service.

(2) The EmpCo Manager assists the Customer in the automated examination of registered domains and URLs for potential greenwashing risks. Depending on the plan, the services may include, in particular, scans, findings, risk indications, confidence information, reports, exports and other functions described in the relevant plan.

(3) The specific scope of services, the permitted number of domains and URLs, scan intervals and other plan-dependent limits shall be set out in the service and plan description incorporated upon formation of the contract or in an individual offer.

(4) As access is provided via a supported web browser and an internet connection, the Provider shall not supply the Customer with a copy of the program, nor shall it be obliged to install the program on the Customer's systems.

Section 2 Contracting Party

The contracting party is Papoo Software & Media GmbH, Auguststrasse 4, 53229 Bonn, Germany, represented by its Managing Director, Dr Carsten Euwens. "EmpCo Manager" refers exclusively to the product that is the subject matter of the contract.

Section 3 Registration and Ordering

(1) A customer account is required in order to use the GreenClaims Manager. When registering, the Customer must provide complete and accurate company and contact details and keep them up to date throughout the term of the contract.

(2) During registration, the Customer confirms that it is entering into the contract as an entrepreneur, on behalf of a legal person under public law or on behalf of a special fund under public law.

(3) When placing a paid order, the Customer selects the plan and one of the payment methods offered, reviews its details, acknowledges the General Terms and Conditions and submits a binding offer by means of the appropriately labelled button.

(4) Before submitting its order, the Customer may correct input errors using the input fields and controls provided.

Section 4 Formation of the Contract

(1) The presentation of plans and services on the website does not constitute a binding contractual offer.

(2) By placing an order, the Customer submits a binding offer to enter into a contract for the selected plan with a term of twelve months and the selected monthly or annual payment frequency.

(3) The contract is formed when the Provider confirms the order in text form or activates paid access to the EmpCo Manager.

(4) An automated acknowledgement of receipt of the order shall constitute acceptance of the contract only if this is expressly stated in the acknowledgement.

(5) The contract shall be formed in the German language. Individual agreements may also be entered into in another language accepted by both parties.

Section 5 Contractual Documents and Communication

(1) The Customer shall receive the order details and contractual documents relevant to the contract in text form or may retrieve them through its customer account, where this function is provided.

(2) The Customer is responsible for providing a business email address at which it can be contacted at all times. Notices having legal effect may be sent to the email address most recently provided by the Customer, unless a stricter form is prescribed or agreed.

(3) Statutory retention periods shall remain unaffected.

Section 6 Free Trial Period

(1) The Provider shall offer the Customer a free trial period of 14 days from activation of the trial account. No payment details are required for the trial period.

(2) The trial period shall not automatically convert into a paid contract. A paid contract shall be formed only by means of a separate order in accordance with Section 4.

(3) If the Customer does not enter into a paid contract by the end of the trial period, the trial account shall be closed upon expiry of the 14-day period. Any further handling of data stored in the trial account shall be governed by statutory obligations and the applicable privacy information.

(4) The range of functions available during the trial period may be restricted in comparison with paid plans. The service description displayed at the start of the trial period shall apply.

Section 7 Rights of Use

(1) For the term of the contract, the Provider grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the EmpCo Manager for its own business purposes to the contractually agreed extent.

(2) The right of use includes use by employees and other persons authorised by the Customer, provided that the agreed plan permits such use and those persons act within the Customer's area of responsibility.

(3) Use for affiliated companies or third parties is permitted only where expressly agreed or included in the selected plan.

(4) The right of use shall end upon termination or expiry of the contract without any further declaration being required.

Section 8 Access Credentials and Prohibited Use

(1) The Customer must protect access credentials from access by unauthorised persons. If there are indications of unauthorised use, the Customer shall notify the Provider without undue delay.

(2) The EmpCo Manager may not be supplied, rented, resold or otherwise made accessible outside the agreed scope of use.

(3) Circumventing technical safeguards, improperly interfering with the service and using automated access not expressly permitted through a designated interface or by agreement are also prohibited.

(4) The Customer is responsible for the lawfulness of the examinations it initiates, the data it enters and its use of the results.

Section 9 Contract Term and Termination

(1) The initial term of the paid contract shall be twelve months. It shall commence on the date specified in the contract or order confirmation or, if no such date is specified, upon activation of paid access.

(2) The Customer may choose between monthly and annual payment where both payment frequencies are offered for the selected plan. The choice of monthly payment shall not alter the twelve-month contract term and shall not confer any right to terminate the contract on a monthly basis.

(3) The contract shall automatically renew for successive periods of twelve months unless either party terminates it by giving one month's notice to expire at the end of the relevant contract term.

(4) The right to terminate for cause shall remain unaffected.

(5) Notices of termination must at least be given in text form and sent to the contact point specified in the customer account or the contractual documents.

Section 10 Plans and Changes to the Scope of Services

(1) The scope of services available to the Customer shall be determined by the agreed plan. Plan limits may be determined, in particular, by reference to the number of registered domains and the number of URLs that may be examined.

(2) A change to a higher plan may be agreed during the current contract term. The time at which the change takes effect and the remuneration shall be set out in the offer displayed when the change is made.

(3) Unless otherwise agreed, a change to a lower plan shall take effect at the beginning of the next contract term. The notice period under Section 9 shall remain unaffected.

(4) Exceeding plan limits shall not result in a paid change of plan without the Customer's express consent. The Provider may restrict further scans or functions until the plan is upgraded.

Section 11 Prices and Payment

(1) The prices shown upon formation of the contract and the selected payment frequency shall apply. As the service is intended exclusively for entrepreneurs, prices shall be shown exclusive of value added tax at the applicable statutory rate unless expressly identified as gross prices.

(2) Where payment is annual, the remuneration for the entire contract term shall be due in advance. Where payment is monthly, the annual remuneration shall be paid in twelve monthly instalments. Payment by monthly instalments shall not alter the contract term.

(3) Depending on the offer, payment may be made by credit card, SEPA payment, direct debit, PayPal, invoice or bank transfer. The payment methods offered during the specific ordering process shall apply.

(4) Where a payment service provider is used, it shall process the data required to handle the payment in accordance with its applicable terms and privacy information. The content of analyses initiated by the Customer in the EmpCo Manager shall not be transmitted to payment service providers for payment-handling purposes.

(5) Where payment is made by invoice, the invoiced amount shall be due without deduction within 14 days of the invoice date, unless a different due date is stated on the invoice.

(6) The Customer may set off claims only where they are undisputed or have been finally adjudicated. The Customer may exercise a right of retention only in respect of counterclaims arising from the same contractual relationship.

Section 12 Late Payment and Reversed Direct Debits

(1) In the event of late payment, the statutory provisions governing transactions between entrepreneurs shall apply. The Provider may charge default interest and the statutory fixed sum for late payment.

(2) Following an unsuccessful demand for payment and the expiry of a reasonable additional period for payment, the Provider may temporarily suspend access to the EmpCo Manager. The payment obligation and the agreed contract term shall remain unaffected. The suspension shall be lifted as soon as the amounts due and any justified costs have been paid in full.

(3) Where a direct debit is reversed for reasons attributable to the Customer, the Provider may charge the direct debit reversal costs actually and necessarily incurred by it. The Customer may demonstrate that no loss was incurred or that the loss incurred was lower.

Section 13 Availability and Maintenance

(1) The Provider shall make the EmpCo Manager available through a system operated or controlled by it. The Customer shall access the service via the internet and a supported web browser.

(2) The Provider shall be responsible for the availability of the service up to the handover point of its data communications network. It shall not be responsible for disruptions outside its control, in particular those occurring on the public internet or in the Customer's systems.

(3) Unless otherwise individually agreed, overall availability shall be 99.5% as an annual average. Announced maintenance periods and outages caused by circumstances outside the Provider's control shall be disregarded when calculating availability.

(4) The Provider may carry out necessary maintenance work. Where possible, it shall give advance notice of planned work that materially impairs use. Urgent security measures may be carried out without prior notice where necessary to protect the service or the data processed.

Section 14 Data Protection

(1) The parties shall comply with the applicable data protection laws and regulations.

(2) For automated assessment, text excerpts provided by the Customer or collected as part of the agreed analysis may be processed using ChatGPT. Such use of ChatGPT shall be limited to assessing those text excerpts.

(3) Where the Provider processes personal data on behalf of the Customer, the parties shall enter into a data processing agreement before such processing begins, where required by law.

(4) Details regarding the processing of personal data, the services used, retention periods and data subject rights shall be set out in the applicable privacy information and any data processing agreement entered into by the parties.

Section 15 References

The Provider may use the Customer's name, company identifiers, logos or screenshots for reference and advertising purposes only with the Customer's prior express consent. The scope, media, duration and right of withdrawal shall be governed by the relevant consent.

Section 16 Changes to the Terms and Services

(1) Changes to these General Terms and Conditions require the Customer's consent unless paragraph (2) applies.

(2) The Provider may make immaterial changes where they are required due to changes in legislation, decisions of the highest courts, technical conditions or in order to close a regulatory gap that has arisen since formation of the contract, provided that they do not materially alter the contractual relationship and are reasonable for the Customer. The Provider shall inform the Customer in text form and in good time of the reason for and content of the change.

(3) Material changes to the scope of services, remuneration or contract term require an express agreement.

Part II: Special Conditions of Use

Section 1 Scope of the Right of Use

(1) The Customer may use the EmpCo Manager solely to the agreed extent and for its own business purposes.

(2) All rights in the software, its documentation, the underlying models, rules, databases and other components shall remain vested in the Provider or the respective rights holders. The Customer shall receive only those rights of use expressly granted in these General Terms and Conditions.

(3) Mandatory statutory rights shall remain unaffected.

Section 2 Customer Obligations

(1) The Customer shall provide the internet connection, suitable terminal equipment and a supported web browser required for use.

(2) The Customer may submit domains, URLs, content and data for examination only to the extent permitted by law and shall ensure that its use does not infringe any third-party rights.

(3) No unlawful or harmful content or instructions, or content or instructions liable to disrupt the service, may be transmitted.

(4) Where results, exports and account data are required on a permanent basis, the Customer shall back them up appropriately.

Section 3 Analysis Results and Human Review

(1) The EmpCo Manager generates automated risk indications. The results are based on technical and algorithmic analyses and do not constitute a conclusive legal, professional or factual assessment.

(2) The results neither constitute legal advice nor replace an assessment of the individual case by appropriately qualified professionals.

(3) Despite careful development and continuous improvement, false positives and missed risks cannot be completely ruled out. Confidence information, classifications and suggestions are provided as decision-making aids.

(4) The Customer must subject the results to professional review; this review must be carried out by a human before the Customer takes any legal, publishing or business action on the basis of those results.

(5) The Customer shall remain responsible for its publications, advertising claims, legal assessments and any action derived from them.

Section 4 Protection of the Software

(1) The Customer may not reproduce, modify or reverse-engineer the software or make its source code accessible, except to the extent expressly permitted by mandatory law.

(2) The EmpCo Manager may not be used to develop a substantially similar service or to circumvent protection and access restrictions.

(3) Copyright, trade mark or other proprietary notices may not be removed or altered.

Section 5 Rights in Respect of Defects

(1) During the contract term, the Provider shall make the GreenClaims Manager available in a condition suitable for use in accordance with the contract and shall maintain it in that condition in accordance with its statutory and contractual obligations.

(2) The Customer must report discernible disruptions or defects without undue delay and in as much detail as reasonably possible, specifying, in particular, the function affected, the time of occurrence, the system environment used and the steps by which the disruption or defect can be reproduced.

(3) At its discretion, the Provider may remedy a defect by correcting the error, providing a corrected version or providing a reasonable workaround.

(4) The mere fact that an automated risk indication may be assessed differently from a professional perspective shall not constitute a defect, provided that the software has properly performed the agreed analysis function. The provisions governing the limitations of analysis and human review in Section 3 shall remain unaffected.

(5) No rights in respect of defects shall arise to the extent that a disruption was caused by the Customer, its systems, use in breach of the contract or a circumstance outside the Provider's area of responsibility.

Section 6 Suspension for Breach of Obligations

(1) The Provider may temporarily suspend access where there are specific indications of unlawful use, use that poses a security risk or a material breach of contract.

(2) The Provider shall inform the Customer of the suspension and the reason for it unless prevented from doing so by law or overriding security interests.

(3) The suspension shall be lifted as soon as the reason for it ceases to apply. Further rights, in particular the right to terminate for cause, shall remain unaffected.

Section 7 End of the Contract and Data Export

(1) Upon termination or expiry of the contract, the Customer's right to use the EmpCo Manager shall end.

(2) Where an export function forms part of the plan, the Customer must export any required results and reports before the contract ends.

(3) After the contract ends, the Provider shall block access and delete or anonymise the data stored in the customer account in accordance with statutory retention obligations, the applicable privacy information and any data processing agreement entered into by the parties.

Part III: General Contractual Provisions

Section 1 Confidentiality

(1) The parties shall keep confidential, without limitation in time, all trade and business secrets to which they gain access in connection with the contract and all information marked as confidential or which is confidential by its nature.

(2) Confidential information may be used solely for the performance of the contract and may be made accessible only to those employees, persons acting on a party's behalf or professional advisers who require it for that purpose and are bound by confidentiality obligations.

(3) The confidentiality obligation shall not apply to information that can be shown to be publicly known, that becomes publicly known without breach of contract, that was already lawfully known to the receiving party, that was lawfully obtained from a third party or that must be disclosed pursuant to a statutory or regulatory obligation.

(4) The parties shall implement appropriate technical and organisational measures to protect confidential information against unauthorised access.

Section 2 Liability

(1) The Provider shall have unlimited liability in cases of intent and gross negligence, culpable injury to life, limb or health, under the provisions of the German Product Liability Act (Produkthaftungsgesetz) and to the extent of any guarantee expressly given.

(2) In the event of a slightly negligent breach of a material contractual obligation, the Provider shall be liable only for loss or damage typical of this type of contract and foreseeable when the contract was formed. Material contractual obligations are obligations whose performance is essential for the proper performance of the contract and on whose performance the Customer may ordinarily rely.

(3) Liability for slight negligence shall otherwise be excluded.

(4) The limitations of liability shall apply accordingly for the benefit of the Provider's legal representatives, employees and persons engaged by it in the performance of its obligations.

(5) The Provider shall not be liable solely because an automated risk indication differs from a subsequent professional or legal assessment. The obligation to provide the agreed analysis function properly and liability under paragraphs (1) to (4) shall remain unaffected.

(6) The Customer is responsible for ensuring that the results are professionally reviewed by a human in accordance with Part II, Section 3. Liability for decisions taken by the Customer without the review required thereunder shall arise only in accordance with the preceding paragraphs.

(7) The Provider's strict liability under section 536a(1), first alternative, BGB for defects existing upon formation of the contract is excluded.

Section 3 Force Majeure

(1) Neither party shall be liable for delays or failures in performance caused by events outside its reasonable control which could not have been prevented by the exercise of reasonable care.

(2) To the extent possible and reasonable, the affected party shall inform the other party without undue delay of the event, its anticipated effects and the end of the disruption.

(3) Statutory termination rights in the event of prolonged disruptions to performance shall remain unaffected.

Section 4 Assignment and Set-Off

(1) The Customer may transfer rights and obligations under the contract to third parties only with the Provider's prior consent. Section 354a of the German Commercial Code (Handelsgesetzbuch, "HGB") shall remain unaffected.

(2) The Provider may transfer the contract to an affiliated company within the meaning of sections 15 et seq. of the German Stock Corporation Act (Aktiengesetz, "AktG") or to a legal successor, provided that the Customer's legitimate interests are safeguarded.

(3) The provisions governing set-off and the right of retention in Part I, Section 11(6) shall remain unaffected.

Section 5 Final Provisions

(1) The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods.

(2) Bonn shall be the exclusive place of jurisdiction for all disputes arising out of or in connection with the contract where the Customer is a merchant, a legal person under public law or a special fund under public law. The Provider shall remain entitled to bring proceedings against the Customer at the Customer's general place of jurisdiction.

(3) Amendments and additions to the contract should be documented in text form for evidential purposes. Individual agreements shall remain unaffected.

(4) If any provision of the contract is or becomes invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory provisions.