A plant event for your team in the Rhine-Main area?
Inform now
🌱 Test Planted Beta Software for your company?
Register now
A plant event for your team in the Rhine-Main area?
Inform now

General Terms and Conditions
(AGB)
of I Planted GmbH

You can find our donation principles of the non-profit limited liability company here.

GENERAL TERMS AND CONDITIONS OF I PLANTED GMBH
JANUARY 21, 2022

‍

TABLE OF CONTENTS

KLAUSEL

§ 1 General and scope of application

§ 2 Subject matter of performance, scope of performance

§ 3 Provisions for Software as a Service

§ 4 Conclusion of the contract, performance of the contract

§ 5 Prices, terms of payment

§ 6 Termination of the contract

§ 7 Liability

§ 8 Prohibition of assignment and set-off

§ 9 Data protection

§ 10 Choice of law and place of jurisdiction

§ 11Miscellaneous


Preliminary remark

I Planted GmbH (hereinafter "PLANTED") offers climate neutrality services. In this context, PLANTED acquires CO₂ certificates for its customers from certification bodies, which form the legal instrument for CO₂ compensation, and plants climate-stable mixed forests. The aim is to offset the average CO₂ footprint of employees at home, in the office, on business trips, on holiday or when eating with business partners - for a climate-positive team. Based on the Federal Environment Agency, PLANTED assumes an average footprint of 11.7 tonnes of CO₂ per person in Germany. PLANTED offsets at least 12 tonnes of CO₂ and thus makes its employees climate-positive. Due to the use of average values, no complex calculations and data collection are required. 

  1. General and scope of application
  1. PLANTED and the Customer are also referred to collectively as the "Parties" or "Contracting Parties" and individually as a "Party" or "Contracting Party". 
  2. These General Terms and Conditions (GTC) apply to all business relationships between PLANTED and the respective customer. The GTC only apply if the customer is an entrepreneur within the meaning of § 14 BGB. They do not apply to consumers within the meaning of § 13 BGB. 
  3. These GTC apply exclusively. They are accepted by the Customer in full in the version applicable at the time of the conclusion of the transaction. Any terms and conditions of the Customer deviating from, conflicting with or supplementing these GTC shall not apply and shall only become part of the contract if and to the extent that PLANTED has agreed to their application in writing. This consent requirement shall apply in any case, for example even if PLANTED executes the contract with the Customer without reservation in the knowledge of the Customer's GTC.
  1. Subject matter, scope of services
  1. The subject matter and scope of performance shall be governed by the respective contractual agreements between the parties. 
  2. PLANTED offers three packages as part of a software-as-a-service solution, depending on the travel frequency of the customer's employees:
  1. Head Quarter Champion (under 8,000 km/year in the car, max. two short-haul flights) - 12 tonnes of CO₂ per year and one tree per month
  2. Jet setter* (up to 50,000 km/year by car, max. 10 short-haul flights, max. 3 long-haul flights) - 24 tonnes of CO₂ per year and two trees per month
  3. Cosmopolitan (up to 90,000 km/year in the car, max. 30 short-haul flights, max. 9 long-haul flights) - 48 tonnes of CO₂ per year and four trees per month.
  1. The customer can book the packages for his employees for a contractually agreed term with PLANTED. This does not include emissions from production and other business activities of the customer. 
  2. For example, insofar as a customer sells products, PLANTED offers the possibility of planting a quantity of trees contractually agreed by the parties, depending on the quantity of products sold. 
  3. PLANTED acquires CO₂ certificates from certification bodies for its customers, which form the legal instrument for CO₂ compensation. With the help of the CO₂ certificates, the respective company also finances globally managed climate projects, for example with regard to renewable energies, social projects or rainforest projects as well as non-profit organisations. 
  4. PLANTED provides its clients with promotional materials related to its carbon neutrality services, including, for example, a "Climate Positive Team" badge, GPS coordinates of tree plantations, visuals regarding previous plantations and certificates as proof of the forester's commitment. 
  5. PLANTED organises team events and plant events that connect the client's employees with nature and with each other. PLANTED provides the necessary materials for the implementation of team events and plant events.
  6. In principle, the customer does not acquire ownership of the trees planted by PLANTED unless this is expressly agreed.
  1. Provisions for Software as a Service
  1. The right to use the Software-as-a-Service is non-exclusive, non-sublicensable and non-transferable and is limited to the term of the contract and to the number of packages booked for the employees.
  2. The Customer acknowledges that all existing rights to the Software-as-a-Service, including all intellectual property rights such as copyrights, trademark rights, patents and all other industrial property rights, shall belong exclusively and without limitation to PLANTED. The Customer shall not be permitted to reproduce, modify, decompile, create adaptations, reverse engineer, disassemble, translate or otherwise attempt to convert the Software-as-a-Service or parts thereof into source code. However, this only applies to the extent that such action is not expressly permitted under sections 69 d and 69 e UrhG.
  3. The right to use the Software-as-a-Service exists only within the scope of the current state of the art. Due to the performance of necessary maintenance work and improvements, the Software-as-a Service or individual functions may not be available for a short period of time.
  4. Access to the Software-as-a-Service is via the Internet. The customer has to provide for a sufficient internet connection himself.
  5. The customer is responsible for compliance with the system requirements necessary for the use of the Software-as-a-Service, in particular with regard to the operating system and browser.
  6. Activities aimed at rendering the Software-as-a-Service inoperable or making its use more difficult are prohibited.
  7. PLANTED may temporarily block the Software-as-a-Service for the Customer or an individual user of the Customer if there are concrete indications that a user is in breach of statutory provisions or this contract or the Customer is more than two months in arrears with the payment of the monthly fee. When deciding on a block PLANTED will take into account the legitimate interests of the affected User and the Customer, in particular whether there are indications that the User or the Customer is not responsible for the violation. PLANTED will lift the block immediately as soon as the infringement or the default in payment has ended.
  1. Conclusion of the contract, execution of the contract
  1. PLANTED concludes cooperation agreements with its customers via its platform online or in writing. These GTC shall become an integral part of the cooperation agreement. 
  2. Amendments and supplements to the contract concluded between PLANTED and the Customer must be in writing to be effective, unless a stricter form is prescribed by law; electronic form (§ 126a BGB) and text form (§ 126b BGB) are excluded. This shall also apply to any amendment of this written form clause.
  3. Insofar as PLANTED and the Customer have agreed execution dates, in particular with regard to the planting of trees, these shall apply only as guidelines, taking into account the weather conditions. The trees will be planted exclusively, but taking into account the total quantity covered by the package per year (for example 12 trees for Head Quarter Champion), from March to November.
  4. PLANTED reserves the right to engage a subcontractor for the performance of the contract. 
  1. Prices, terms of payment
  1. The prices and fees of PLANTED agreed at the time of conclusion of the contract shall apply.
  2. All prices and fees are in addition to the statutory value added tax. 
  3. In the event of a contractually agreed term of contract, the fees are to be paid monthly. Invoicing by PLANTED shall take place on the 1st working day of each month. The fees are due on the 5th working day of each month. 
  4. The occurrence of default in payment and its legal consequences shall be governed by the statutory provisions. 
  1. Termination of the contract
  1. In the event of a contractually agreed term of contract, the contract may be terminated by the parties in writing at any time with one month's notice to the end of a quarter (31.03. / 30.06. / 30.09. / 31.12.). The right of each contracting party to terminate the contract without notice for good cause remains unaffected. PLANTED shall be entitled to terminate the contract without notice in particular if the Customer fails to make due payments despite a reminder and setting of a grace period. Insofar as software has been made available to the Customer for download, the Customer shall be obliged to delete the software in the event of termination of the contractual relationship. Furthermore, in the event of termination of the contract, the customer shall in any case delete any possible backup copies of the software. 
  2. PLANTED may withdraw from the contract prior to the commencement of the performance of the contract or during the same without any obligation to pay damages if force majeure or comparable reasons make the performance of the contract or the procurement of materials impossible. An impediment to performance shall be based on force majeure if it is due to atypical and external events which cannot reasonably be prevented by the debtor even with the utmost care. 
  1. Liability - PLANTED has unlimited liability 
  1. in the event of intent and gross negligence,
  2. for injury to life, limb or health
  3. and in accordance with the provisions of the Product Liability Act.
  1. In the event of a slightly negligent breach of an obligation which is essential for achieving the purpose of the contract (cardinal obligation), PLANTED's liability shall be limited to the amount of the damage which is foreseeable and typical according to the nature of the transaction in question. 
  2. PLANTED shall have no further liability.
  3. PLANTED accepts no liability for the trees planted, in particular in the event of fire, infestation by fungi and/or insects, or deforestation.
  4. The above limitations of liability shall also apply to the personal liability of PLANTED's employees, representatives and bodies. 
  5. PLANTED shall be released from its obligation to perform in cases of force majeure. Force majeure shall be all unforeseen events as well as such events whose effects on the performance of the contract are not the responsibility of either party. Such events include, in particular, fires, natural disasters, pandemics, lawful industrial action, including in third party companies, official measures, failure of communication networks and gateways of other operators, disruptions in the area of line providers, other technical disruptions, even if these circumstances occur in the area of subcontractors, sub-suppliers or their subcontractors. Claims shall not arise for the User in the event of failures for which PLANTED is not responsible.
  1. Prohibition of assignment and set-off
  1. Neither party shall be entitled to assign any rights or claims arising from the respective contractual relationship without the prior consent of the other party in writing (Section 126 (1) BGB). 
  2. Unless otherwise expressly stipulated in these GTC, neither party shall be entitled to set off its claims against claims of another party arising from the respective contractual relationship or to refuse to fulfil an obligation under the respective contractual relationship by asserting a right of retention, unless the rights or claims of the party asserting a right of set-off or right of retention are undisputed or have been finally determined by a court of law. 
  1. Data protection

In the context of processing personal data of the Customer, PLANTED complies with the applicable legal provisions, in particular the German Data Protection Regulation (DSGVO) and the German Federal Data Protection Act (BDSG). With regard to the details, Planted refers to its data protection declaration. 

  1. Choice of law and place of jurisdiction

The respective contract concluded between the parties or the GTC here and their interpretation shall be governed by German substantive law. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The exclusive place of jurisdiction for all disputes arising from and in connection with the respective contract or the GTC, including its effectiveness, is Cologne.

  1. Other
  1. Amendments or supplements to these GTC must be made in writing to be effective; electronic form (§ 126a BGB) and text form (§ 126b BGB) are excluded. This also applies to an amendment of this written form clause.
  2. Should individual provisions of these GTC be or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Statutory law shall take the place of any General Terms and Conditions that are not included or are invalid (Section 306 (2) of the German Civil Code (BGB)). In all other respects, the parties shall replace the void or invalid provision with a valid provision that comes as close as possible to it in economic terms, insofar as no supplementary interpretation of the contract takes precedence or is possible.
  3. In the event of any inconsistency between the German version and the translated version of these GTC, the text of the German version shall prevail.