General T&Cs; Agreement. Reference is made to the accompanying quote, service agreement, or any other agreement executed in written by Client and Plan A (the “Agreement”), each as identified therein (respectively, “Client” and “Plan A”; 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 a 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. Plan A 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.
Services. Plan A provides carbon emissions accounting, reduction, and management and relevant services to businesses (the "Services") to help clients reduce their emissions and report on their Environmental, Social and Governance performance. For this purpose, Plan A has developed certain software (the „Software“) that is available to clients on the platform www.plana.earth (the "Platform"). Plan A'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. Plan A 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 Plan A may determine in the ordinary course of its business. Plan A warrants that i) the Services will be provided in accordance with generally accepted standards in the industry, ii) Plan A will provide the Services in material compliance with applicable laws, and iii) the Services, in the form provided by Plan A, will not infringe the intellectual property rights of any third party iv) it shall obtain any and all licenses, consents and/or authorisations necessary for Plan A to fulfil its obligations hereunder. The Services are provided “as is” and subject to Plan A’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. Plan A does not guarantee that access to the Platform or Services will be uninterrupted or error-free. Plan A 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.
Remuneration and Payment. Plan A 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 Plan A will provide a prior written notice of any fee changes effective thereafter. Plan A 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 Plan A’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 Plan A employees in connection with the execution of the Agreement, such as travel expenses, shall be invoiced at cost by Plan A 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 a annual basis upfront. Specific Remuneration terms may be otherwise agreed by the Parties in the Agreement. Plan A is entitled to demand down payments or advance payments, as well as partial payments in accordance with the Service rendered. Plan A 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 recognised or has been legally established.
Formation of Agreements; Cooperation. The Parties will discuss in good faith Client's content and schedule needs and the feasibility of implementation through Plan A’s Service and define a roadmap for performance. On this basis, Plan A 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. Plan A 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. Plan A is sole responsible in regards to how the Service is provided and therefore may provide the Service as they deem appropriate; however, Plan A 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 connexion with the provision of the Service, and will cooperate to remedy such issue as soon as practically possible. Plan A 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.
Client’s obligations. Client undertakes to i) provide timely Plan A with all information and documents necessary for the provision of the Service; ii) grant Plan A 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 Plan A in a common, directly usable format or, if specified by Plan A, to be entered into a digital format. Client warrants that it is entitled to make comprehensive use of the documents made available to Plan A and indemnifies Plan A in this respect against any third-party claims. Client shall back up all documents before handing them over to Plan A 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. Plan A 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 Plan A'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 Plan A's performance is delayed for other reasons for which Client is responsible, Plan A is entitled to demand compensation for the resulting damage, including additional expenses.
Deadlines; Delay. If dates and deadlines are not expressly agreed in writing, they are to be understood as non-binding guidelines, to which Plan A will comply with to the best of its ability. If Plan A 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, Plan A shall be entitled to withdraw from the Agreement in whole or in part; it shall reimburse any undisputed amount already paid by Client.
Terms of use. Plan A 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. Client may reproduce only limited excerpts of Plan A 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 Plan A, 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 Plan A 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 Plan A. In no event may Client resell any Plan A data or Services or any derivative work thereof, or disclose or use any Plan A data in any manner that is competitive with Plan A’s Services (including to or with a competitor of Plan A). Any use or disclosure of Plan A 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 Plan A. Client agrees that it will i) not copy, modify, disassemble, decompile or otherwise reverse engineer tools, ii) ensure that its personnel do not share Plan A-provided passwords with any unauthorised person, and iii) promptly notify Plan A if any Client personnel are no longer authorised 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. Plan A'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 Plan A 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 Plan A. Plan A is the author of the Services and shall be properly named as such in all publications in connection with the Service.
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. Plan A 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, Plan A grants to Partner 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, Plan A (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 Plan A and its licensors. Accordingly, any unauthorised use of the Software by Client, is prohibited. The features described in the Agreement shall be deemed to be the scope of the Software. Plan A 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 Plan A 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 Plan A 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.
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 smaller amount of either the total value of the Agreement or one million Euros (€1,000,000). Plan A 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.
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 Plan A is the Indemnifying Party, any claim that the Services, in the form provided by Plan A, infringe the intellectual property rights of any third party.
Marketing. Plan A has the right to use all services created, designed or conceived by it for self-promotion within the framework of its Internet presence (including social networks) and on data carriers or print products created by it for self-promotion, without any temporal or spatial restrictions. Client agrees to appear directly or indirectly in advertising, press releases or publications of Plan A without, however, disclosing details about the Agreement, except to the extent necessary for the execution of the Agreement. Client agrees that Plan A may use Client's logo on digital platforms and Plan A's website and in promotional materials. To this end, Client shall support Plan A with promotional materials (digital information, logos, etc.) to a reasonable extent. The advertising materials shall remain the property of the respective Party. 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.
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 Plan A. Client acknowledges that Plan A 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 Plan A 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 a 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 unauthorised 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, Plan A 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. Plan A retains all intellectual property rights in such statistical information. Plan A may identify Client’s name in a listing of its clients.
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 three (3) months 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 Plan A all undisputed amounts due and payable thereunder.
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 Plan A's registered office in Berlin. However, Plan A 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.
