General Terms and Conditions of PlanA.Earth GmbH

1. Background

1. These General Terms and Conditions ("GTC") serve as the basis for the cooperation with PlanA.Earth GmbH, Torstrasse 107, 10119 Berlin ("Plan A").
2. Plan A provides carbon emissions reduction consulting and data analysis services to businesses ("Services"). For this purpose, Plan A has developed software that is available to customers on the platform www.plana.earth ("Platform"). Furthermore, Plan A offers sales of carbon offsets in the form of certificates ("Certificates") on the open market. Plan A’s entire offering is expressly directed only to entrepreneurs and not to consumers.
3. Plan A owes the service and shall receive the remuneration. The "customer" is the person - entrepreneur - who is to receive the service and pay the remuneration. Plan A and the customer are also referred to as the "parties". The contractual relationship in which these two parties stand to each other is called "order". For the purposes of these GTC, "service" means both a service to be provided by Plan A and the certificates to be sold.
4. The following GTC apply to all orders for services between Plan A and the customer. For orders for services using the platform, the terms of use there additionally apply. With the order confirmation, they shall also apply to all subsequent legal transactions as agreed in their respective version, unless the customer objects to them immediately after receipt. They shall also apply if the customer uses general terms and conditions and these contain terms and conditions that are contrary to or deviate from the terms and conditions listed here. Exceptions to this require a clear written confirmation by Plan A. A counter-confirmation by the customer with reference to his general terms and conditions is hereby expressly contradicted.
5. The following GTC apply regardless of whether Plan A is acting on its own behalf or on behalf of a third party and regardless of whether it is acting on its own account or on behalf of a third party.
6. 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 the customer in writing before coming into force. If the customer does not object in writing within four (4) weeks of notification, the changes shall be deemed accepted.
7. Legally relevant declarations and notifications by the customer (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in case of doubts about the legitimacy of the person making the declaration, shall remain unaffected
8. References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

2. Conclusion of orders / scope of services / design of cooperation

1. Plan A’s range of services and products is shown at www.plana.earth.
2. Plan A provides its services on the basis of individually agreed orders to which the provisions of these GTC apply.
3. Services, prices and conditions stated by Plan A in the context of its advertising and online presence are non-binding offers. Binding offers are made by Plan A only after an individual needs assessment with the customer.
4. The parties discuss the client’s content and schedule needs and the feasibility of implementation through Plan A and define a common performance goal.
5. On this basis, Plan A will prepare a binding offer and send it to the customer in writing. The order shall only come into effect upon written order confirmation by the customer. Offer and order confirmation can be made by e-mail.
6. The subject and scope of the order shall be governed by the performance specification Plan As set forth in the confirmed offer. Plan A does not owe any services that have not been expressly agreed individually in writing.
7. Changes, additions or deletions in an order during the execution of the contract, e.g. with regard to service description, remuneration or execution period, can be discussed and agreed upon by the parties at any time. The corresponding agreements must be made in writing (e-mail is sufficient) and require the consent of both parties.
8. Plan A is basically free in the way of service provision, but will consider the business needs of the customer as far as possible. The parties shall actively cooperate in this respect in order to ensure smooth processing. The parties shall closely coordinate any problems that may arise.
9. Plan A determines the deployment of its employees according to availability and is entitled to use third parties as subcontractors for the provision of services.

3. Obligations of the customer / exemption

1. In order to ensure a trusting and efficient cooperation, the customer is required to cooperate.
2. The customer is obliged to provide Plan A with all information and documents necessary for the performance of the service in good time and to the agreed or necessary extent free of charge, to grant Plan A the rights necessary for the performance of the service free of charge and to perform all other acts of cooperation in good time and free of charge. This includes in particular, but is not limited to, the timely provision of the information, data, images, plans and, if necessary, access to the premises of the customer or third parties required for the performance of the contract. 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.
3. The customer assures that he is entitled to make comprehensive use of the documents made available to Plan A and indemnifies Plan A in this respect against claims for compensation by third parties.
4. The customer shall back up all documents in each case before handing them over to Plan A to enable recovery in the event of loss.
5. Proposals and instructions of the customer do not constitute a co-authoring right to services of Plan A and have no influence on the remuneration.
6. Plan A is not obliged to check the correctness of the information provided by the customer. If incorrect, incomplete, corrected or missing information provided by the customer 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, the customer shall bear the resulting damage. The customer shall indemnify Plan A against all claims asserted by third parties in or out of court and shall reimburse Plan A for all damages and/or costs (including reasonable legal costs), insofar as the use by Plan A is in accordance with the contract and the claims result from the customer’s failure to comply with the guarantees and obligations entered into.
7. Insofar as contracts are concluded with third parties in the name and for the account of the customer, Plan A acts merely as an intermediary. The customer is obliged to release Plan A internally from all liabilities, in particular from the obligation to pay the remuneration for the third-party service.

4. Handover and warranty in the case of a contract of sale

1. If Plan A’s performance consists of the sale of certificates, the basis for the liability for defects is primarily the agreement reached on the quality of the certificates. The agreement on the quality is primarily the performance description of Plan A in the offer and at www.plana.earth as well as the product descriptions and exhibitor information which are the subject of the order or which were publicly announced by Plan A at the time of the conclusion of the contract.
2. Insofar as the condition was not agreed, it is to be judged according to the legal regulation whether a defect exists or not. Plan A accepts no liability for public statements made by the exhibitor or other third parties (e.g. advertising statements) to which the customer has not referred as being decisive for his purchase.
3. Plan A is generally not liable for defects that the customer knows or is grossly negligent in not knowing at the time of conclusion of the contract (§ 442 BGB).
4. In any case, obvious defects must be notified in writing within fourteen (14) days of delivery and defects that are not apparent upon inspection must be notified within the same period of time from discovery. If the Customer fails to make the proper inspection and/or notification of defects, Plan As’s liability for the defect not notified or not notified in time or not notified properly shall be excluded in accordance with the statutory provisions.
5. If the certificate is defective, Plan A can choose between subsequent improvement or replacement delivery. Your right to refuse subsequent performance under the statutory conditions remains unaffected.
6. Plan A is entitled to make the supplementary performance owed dependent on the customer paying the remuneration due, whereby the customer is entitled to retain a reasonable part of the remuneration in relation to the defect.
7. The customer shall give Plan A the time and opportunity required for the owed subsequent performance. In the event of a replacement delivery, the customer shall return the defective certificate in accordance with the statutory provisions.
8. If the supplementary performance has failed or if a reasonable deadline to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the order or reduce the remuneration. In the case of an insignificant defect, however, there shall be no right of withdrawal.
9. Otherwise, warranty claims shall only exist in accordance with IX.

5. Deadlines / Delay

1. If dates and deadlines are not expressly agreed in writing, they are to be understood as non-binding guidelines, which Plan A will comply with to the best of its ability.
2. 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 the customer of this without delay and at the same time notify the customer of the expected new delivery deadline. If the service is also not available within the new delivery period, Plan A shall be entitled to withdraw from the order in whole or in part; it shall immediately refund any consideration already paid by the customer.
3. The occurrence of default by Plan As is determined in accordance with the statutory provisions. In any case, however, a reminder by the customer is required.

6. Handover / Transfer of Risk / Default of Acceptance

1. The place of performance for the service and any subsequent performance is at the registered office of Plan As. Upon agreement and at the expense of the customer, certificates will be shipped to another destination ("shipment purchase"). Unless otherwise agreed, Plan A is entitled to determine the type of shipment itself.
2. The risk of accidental loss and accidental deterioration of the performance shall pass to the customer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk shall pass as soon as the performance is handed over to the person or institution designated to carry out the delivery. The handover is the same if the customer is in default of acceptance.
3. If the customer is in default of acceptance, fails to cooperate or if Plan A’s performance is delayed for other reasons for which the customer is responsible, Plan A is entitled to demand compensation for the resulting damage, including additional expenses.

7. Remuneration / Price adjustment / Default / Set-off / Retention of title

1. The remuneration owed results from the offer. If no remuneration is specified for a service, the agreed or, alternatively, the customary hourly and daily rates or product prices (remuneration rates) Plan As shall be taken as a basis. Alternatively, customary market prices shall be deemed to have been agreed.
2. In the case of unlimited consulting or software service contracts, Plan A is entitled to adjust the agreed prices a maximum of once per year to changing market conditions, in the case of significant changes in procurement costs, changes in sales tax or procurement prices. In the event of price increases that significantly exceed the regular increase in the cost of living, the customer has the right to terminate the contract. Plan A shall inform the customer in writing (e-mail is sufficient) about the intended price increase, its calculation as well as any right of termination to which the customer may be entitled.
3. Remunerations are in principle net prices plus legally applicable value added tax and, if applicable, shipping costs. Further fees, customs duties and other charges shall be borne by the customer - also in the event of a subsequent levy.
4. Remuneration is due upon provision of the service. In the case of the sale of certificates, remuneration is due upon handover. Expenses and costs are due upon invoicing.
5. Travel costs and expenses for trips to be undertaken in connection with the order and agreed with the customer shall be reimbursed by the customer.
6. Unless otherwise agreed in the order, Plan A shall invoice its services. It shall be entitled to demand down payments or advance payment as well as partial payments in accordance with the service rendered.
7. Invoices are to be paid within fourteen (14) days after receipt and due date of the service without deduction, insofar as no other terms of payment have been agreed.
8. Plan A must be notified in writing of any invoice complaints within a preclusive period of fourteen (14) days after receipt of the respective invoice.
9. Upon expiry of the aforementioned payment deadline, the customer shall be in default. During the period of default, interest shall be charged on the remuneration at the applicable statutory default interest rate. Plan A reserves the right to claim further damages for delay.
10. Plan A is also entitled to withhold services or prohibit the further use of services if the customer is in default of payment or is in default of acceptance or acceptance of services or partial services.
11. The customer shall only be entitled to rights of set-off or retention insofar as his mutual claim is recognized or has been legally established or insofar as it concerns a claim due to defective performance in accordance with the warranty rights.
12. Until full payment of all current and future claims arising from the order and an ongoing business relationship ("secured claims"), Plan A retains ownership of the certificates.

8. Copyrights, rights of use, ancillary copyrights / self-promotion

1. If the services provided by Plan As in the relationship between the contracting parties are copyrighted works of Plan As, the customer acquires, upon full payment of the remuneration, only the rights of use that are necessary in terms of time, space and content in order to fulfill the purpose of the contract. Unless otherwise agreed in an individual contract, the customer acquires the simple right of use. In the absence of an express individual contractual agreement, the purpose of the contract shall only be the purpose made apparent by the customer when the order was placed. The customer bears the burden of proof for this.
2. Plan A’s services may only be used for the required or agreed type of use, purpose and scope. Any use beyond this (in terms of time, space and content) requires the prior written consent of Plan A and is to be remunerated separately, unless otherwise agreed in an individual contract. This excludes a transfer of the rights of use to affiliated companies, third parties and individuals without prior consultation with and approval by Plan A.
3. Plan A has a right to be named as the author in publications about the performance as well as in the performance itself. The author’s designation shall be applied as indicated by it if and to the extent that this is technically possible.
4. Plan A has the right to use 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.
5. If third party rights of use/exploitation or the consent of third parties are required for the provision of the Plan A service, Plan A will attempt to obtain the rights and/or consent of these third parties on behalf and for the account of the customer, insofar as this is possible. Unless otherwise expressly agreed in writing, the rights will be obtained to the extent necessary in terms of time, space and content to fulfill the purpose of the contract. The customer shall bear any additional claims pursuant to §§ 32/32a UrhG.

9. Liability / Warranty

1. Plan A shall only be liable for damage caused by it or its vicarious agents in the event of intent and gross negligence. Otherwise, it is liable for slight negligence only if an obligation is violated, compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligation). Of particular importance are such obligations, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the customer may rely.
2. The assertion of warranty claims is limited to 12 months from handover.
3. Contractual liability claims shall become statute-barred after one (1) year from the statutory commencement of the limitation period. This shall also apply to non-contractual claims for damages by the customer based on a defect in performance, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases.
4. The liability of Plan A is limited in reason and amount to foreseeable or typical damages.
5. The above limitations of liability shall not apply in the event of intent or gross negligence on the part of Plan As or its vicarious agents or for the absence of warranted characteristics, fraudulent intent, injury to life, limb or health or liability under the Product Liability Act.

10. Term / Termination of contract / Extension

1. The term results from the offer.
2. In the case of an unlimited service contract, ordinary termination is possible with 30 days’ notice to the end of the month. In the case of a fixed-term service contract, ordinary termination is excluded.
3. Fixed-term contracts are automatically extended by the term specified at the time of conclusion of the contract if the customer does not terminate the contract in writing 4 weeks before the end of the contract (e-mail is sufficient).
4. The right to terminate without notice for good cause remains unaffected.
5. The termination must be declared in writing.

11. Confidentiality

1. The customer shall maintain strict confidentiality vis-à-vis unauthorized third parties about all information, knowledge and experience of which it has become aware in connection with the performance of the contract, such as in particular trade secrets, documents, know-how acquired from others, as well as about all operational and business matters and other information (e.g. terms of reference, business transactions, experience and findings) of Plan A, its customers or end customers, and shall neither exploit these itself nor have them exploited by third parties and shall also not make them accessible to third parties.
2. Exempt from this obligation is such confidential information that is:
3. were demonstrably already known to the customer at the time the contract was concluded or subsequently become known to the customer from a third party, without this violating a confidentiality agreement, statutory regulations or official orders;
4. are public knowledge at the time of the conclusion of the contract or are made public thereafter, insofar as this is not based on a violation of this contract;
5. must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the customer obligated to disclose shall inform Plan A in advance and give it the opportunity to take action against the disclosure.
6. have been released in writing by the parties jointly or by Plan A, but no later than two years from the date of such release, unless a longer period of confidentiality results from the nature of the information.
7. The obligation to maintain secrecy shall also apply to the period after the termination of the cooperation between the parties.
8. 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 Company Confidential Information. Plan A retains all intellectual property rights in such statistical information.

12. Final provisions

1. 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.
2. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship 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 these GTC or a prior individual agreement or at the general place of jurisdiction of the customer. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
3. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

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