General Terms and Conditions (GTC) of I Planted GmbH

‍Preamble

I Planted GmbH, Benesisstr. 29, 50672 Cologne (hereinafter: "Planted") offers customers an innovative all-in-one solution for measuring, reducing and improving the customer's climate impact. The core of the services is a web application called Impact OS (hereinafter: "Platform") and various measures to promote climate protection.

1 Scope of application and contractual basis

1.1 The following General Terms and Conditions of Service and Use (hereinafter referred to as "GTC") apply as a framework agreement for all services to be provided by Planted in relation to the customer, unless otherwise individually agreed. Customers can only be entrepreneurs within the meaning of § 14BGB.

1.2 The rights and obligations arising from a contractual relationship always follow from the individually agreed service content, taking into account the provisions of Section 2. In the event of contradictions between the provisions of the individual contract and these GTC, the provisions of the individual contract shall prevail.

1.3 Terms and conditions provided by the Customer shall not become part of the contract even if Planted does not expressly object to their inclusion in the respective contractual relationship. A formal reference by the customer to his own terms and conditions is hereby expressly contradicted.

1.4 The contractual language is German. If translations of these GTC or other contract-related declarations and documents are made into languages other than German ("read versions"), only the German version shall be binding.

1.5 The current version of the GTC can be accessed by the customer at any time via the Planted website and can be permanently saved by the customer. In the case of the conclusion of an individual contract, the contents of the contract will be sent to the customer for permanent storage upon conclusion of the contract.

2. conclusion of contract and services of Planted

2.1 An effective contract is only concluded with an order confirmation from Planted (at least in text form) or by the actual provision of the services, in particular with regard to the purchase of_{CO2 certificates} or the planting of trees.

2.2 The services owed by Planted always result from the order confirmation and, in addition, from these GTC. With regard to the provision of the platform, the information on the website regarding the various modules, in particular currently Starter, Advanced, Professional and Enterprise (hereinafter referred to as "Platform Services") must also be observed. The details of the respective service package of the Platform Services, in particular with regard to the scope of functions, duration and pricing, can be found in the respective service description, which is available on the website.

2.3 If the Customer has concluded a platform contract, Planted's main obligation is to provide the platform in the agreed quality, e.g. the provision of the Academy or the platform for an action plan. The other performance obligations of Planted result from the selected product type in accordance with Section 2.2.

2.4 The determination of_{CO2 balances}(footprint and handprint) via the platform is carried out automatically on the basis of the information provided by the customer in accordance with Section 3.2 in accordance with the standards of the Greenhouse Gas Protocol. Planted is not obliged to check the assumptions and calculation bases made here.

2.5 Planted provides the Platform with the Platform Services offered there as they were available at the time of the Customer's registration and the GTC applicable at that time ("as is"). Otherwise, the Customer has no claim to a specific design or equipment of the platform. Planted will continue to develop the platform at its own discretion and improve it through ongoing updates and upgrades. Furthermore, Planted reserves the right to change or expand the content and structure of the platform as well as the associated user interface, provided that this does not or does not significantly impair the fulfillment of the purpose of the contract concluded with the Customer. This does not constitute a claim on the part of the customer to these further developments.

2.6 Planted provides the platform with an overall availability of 95% on an annual average. The availability is calculated on the basis of the time allotted to the respective calendar month in the contract period minus the time allotted to necessary maintenance periods. The platform is not available during maintenance work.

2.7 With regard to support for environmental projects, the following applies:

• The aim of planting and/or reforestation projects is the creation and minimum maintenance of mixed forests. If the planting of trees has been agreed, Planted fulfills this obligation by planning and preparing the measure to be implemented, planting the trees, sowing seeds or through comparable measures. The focus here is on the creation of climate-stable mixed forests or the mixing of monocultures. Unless otherwise agreed between the parties, the place and time of execution and the selection of the measure shall be at Planted's sole discretion. A transfer of ownership of trees is not owed by Planted.
• If an exact location for planting and/or reforestation projects is desired, this will be agreed in consultation with Planted or its climate forester and from a minimum quantity of 3,000 trees.
• Information on the CO₂ achieved through environmental projects or the related measures is always based on recognized third-party standards, which are communicated to the customer at any time upon request.
• Planted guarantees the forestry measures appropriate for the protection, continuation or objective of the respective measures for a period of 3 years from implementation, e.g. fencing, regular monitoring of tree growth heights and maintenance measures.

2.8 The following applies with regard to the purchase of certificates:

• If the purchase of_{CO2 certificates} is desired, Planted submits various projects for a correspondingly requested quantity, which can be purchased at the predefined prices. Planted undertakes to purchase these in accordance with the individual agreement and to decommission them for the customer. Only recognized_{CO2 certificates} from projects that reduce, avoid or remove greenhouse gas emissions from the atmosphere and are certified according to the Clean Development Mechanism (CDC), Gold Standard or the Verified Carbon Standard (VCS) are purchased.  
• Planted will confirm the purchase and retirement of the_{CO2 certificates} to the customer by submitting suitable evidence, e.g. stating the issuer, type and volume of the certificates purchased and the equivalent in_{CO2 tons} as well as the name and location of the supported project.
• Planted's performance obligations are complete when the purchase and retirement of the_{CO2 certificates} is recorded in a publicly accessible database of the named certification body, e.g. the UNFCCC.

2.9 If communication consulting has been agreed, this shall include - unless otherwise agreed - a consulting quota of 5 consulting hours per contract year.

3. Rights and obligations of the customer

3.1 The Customer shall support Planted in the performance of the services owed by Planted under the contract and shall provide all cooperation required for the performance of the contract in full, unsolicited, in good time and at its own expense. This includes in particular the following general obligations to cooperate, in each case if and to the extent that these are necessary for the execution of the services: In particular, the Customer shall provide Planted with the requested information, data, materials and access in good time. Furthermore, he is available for any necessary technical coordination and service detailing as well as for the performance of service reviews.

3.2_{CO2 balances} are always calculated on the basis of the information provided by the customer, for the completeness and accuracy of which the customer is responsible.

3.3 The Client is responsible for compliance with all legal and regulatory requirements related to the use of Planted's services. This applies in particular to the applicable legal provisions and judicial guidelines on advertising communication.

3.4 If the Client uses the means provided by Planted for sustainability communication, he must ensure on his own responsibility that the transmitted advertising message and the communication as a whole comply with the legal framework. A guarantee for the correctness and appropriateness of the individual communication of the Customer is only assumed by Planted if Planted has advised the Customer specifically and individually with regard to the communication and has expressly approved the respective initiative or campaign.

3.5 If the client wishes to use the data collected via the platform for ESG reporting, the client is responsible for checking the data extraction to ensure that it complies with the Corporate Sustainability Reporting Directive (CSRD) and the associated European Sustainability Reporting Standards (ESRS).

3.6 If it is or becomes apparent to the Client that, within the framework of the entire contractual relationship between the parties, assumptions, specifications and information are incorrect, incomplete or ambiguous or that their execution is or becomes impossible, the Client shall notify Planted of this circumstance without delay. 

4. Rights of use

4.1 In the case of a platform contract, Planted grants the Customer the worldwide, non-exclusive right, unlimited in content and limited in time to the respective contractual relationship with Planted, to use the platform for their own business purposes. Any sublicensing or other transfer or provision to third parties for profit is not permitted. If admin accesses are provided to the customer, these are personal licenses and may only be used by the respective administrator. Multiple use of one admin access by several persons is not permitted.

4.2 If Planted provides the Customer with advertising and/or communication materials, etc. via the platform, the Customer is entitled to use these for his own advertising purposes in external communication. Any further use, exploitation or processing of the means provided in this way is only permitted if this has been expressly approved by Planted in advance.

4.3 Training materials provided by Planted may only be used by the Client for internal training purposes. Any other use, in particular reproduction, distribution or other use, requires the prior express written consent of Planted.

4.4 For customers, the granting of the aforementioned rights of use is subject to the condition precedent of full payment of the agreed usage and license fees or remuneration. 

4.5 Customers are not entitled to edit the platform, in particular to modify, translate, reverse and further develop, decompile or disassemble and redesign it, unless permitted in this section 4 or a legal permission exists. Reworking is permitted if it is necessary for the elimination of a defect and Planted is in default with the correction of the defect, Planted refuses to remedy the defect without justification or is unable to remedy the defect immediately for other reasons attributable to its area of responsibility. 

4.6 Decompilation of the platform is only permitted if the requirements and conditions specified in Section 69 e (1) UrhG are met. The information obtained in this way may not be used or passed on contrary to the provisions of Section 69 e (2) UrhG.

4.7 Planted does not owe the granting of rights of use to third parties in whole or in part, unless this has been expressly agreed. 

4.8 Planted is not obliged to hand over or make available source code or source code.

5 Prices, terms of payment and default

5.1 For the services to be provided by Planted, the customer owes the agreed remuneration or license fee plus the legally applicable value added tax. It is due for payment within 14 working days of receipt of a corresponding invoice. If recurring services have been agreed, the agreed remuneration is due for payment in advance at the beginning of the respective cycle, unless otherwise agreed, without the need for a separate invoice.

5.2 Invoices shall be issued automatically by e-mail in the agreed billing cycle so that the invoices can be stored permanently; invoices shall not be issued in paper form. Invoices are payable within 14 days of the invoice date without deduction, unless otherwise agreed.

5.3 If the customer is in default of payment, Planted is entitled to charge default interest at the statutory rate. The assertion of further damages remains reserved.

5.4 In the event of late payment, Planted has the right to withhold the services owed. Section 273 BGB and Section 369 HGB apply.

5.5 The Customer may not offset his own claims against Planted, unless Planted has expressly recognized such claims or they have been legally established.

6. Term and termination

6.1 The term of the contract, the notice periods and other contract-relevant provisions are agreed individually between Planted and the Customer. If no individual term has been agreed, the minimum contract term is 12 months. After the end of the minimum contract term, the contract is automatically extended by the selected minimum contract term if it is not effectively terminated beforehand with a notice period of 3 months.

6.2 Unless otherwise agreed individually, the contract can be terminated after expiry of the minimum contract term with a notice period of 3 months to the end of the respective contract.

6.3 Any termination must be in text form to be effective, e.g. by email to hi@planted.green.

6.4 The right to extraordinary termination remains unaffected. An important reason exists for Planted if the Customer is in default with at least two consecutive claims that have fallen due or if the Customer violates essential provisions of these GTC or statutory provisions.

7. Referencing

Planted is entitled to name the Client as a project partner using the name, the company logo and naming the projects. The Client may object to the naming of references for good cause. The reference can also be made online, in particular on Planted's websites, in the newsletter or via social media channels. 

8. Support and maintenance

8.1 Planted offers the Customer support services that may vary depending on the agreed service package. Details on the scope and availability of support are determined individually.

8.2 Planned maintenance work that may lead to temporary unavailability of the services shall be announced to the customer at least 7 days in advance.

8.3 In the event of unforeseen failures or disruptions, Planted will make every effort to restore the Services as soon as possible and inform the Customer of the status.

9. Training courses and workshops

9.1 Planted offers the Customer training courses and workshops on various topics. The exact content, dates and costs are agreed individually.

9.2 Planted may use external experts or partner companies to conduct training courses and workshops.

9.3 Cancellation or postponement of training courses or workshops by the customer may result in cancellation fees, which shall be specified in the individual contract.

10. Liability of Planted

10.1 Planted is liable without limitation for damages resulting from injury to life, body or health, which are based on a breach of duty by Planted, a legal representative or vicarious agent of Planted. Planted is also liable without limitation for damage caused intentionally or through gross negligence.

10.2 Planted is only liable for slight negligence in the event of a breach of a material contractual obligation. Essential contractual obligations are the obligation to provide the Services in a timely manner, their freedom from defects that impair their functionality or usability more than insignificantly, as well as obligations to provide advice, protection and care that are intended to enable the Customer to use the Services in accordance with the contract or to protect the life or limb of the Customer or to protect the Customer's property from significant damage.

10.3 Planted is not liable for damages caused by technical malfunctions or service disruptions of the Customer, other third parties or the data sources specified by the Customer. Planted is also not liable for damages that the customer could have prevented by reasonable measures, in particular regular program and data backup as required. Liability for damage caused by system failures, hacker attacks or other external attacks is excluded. Strict liability for damages for defects in the platform, in particular in accordance with Section 536a of the German Civil Code (BGB), which already existed when the contract was concluded, is excluded.

10.4 Planted's liability is, except in the cases of paragraph 6.1, limited in amount to the damage foreseeable at the time of conclusion of the contract and typical for the contract.

10.5 Liability under the Product Liability Act remains unaffected by the above provisions.

10.6 Planted is not liable for damage caused by force majeure, such as natural disasters, fires, infestation of fungi, insects, diseases or pests, wars, strikes, riots or similar events that are beyond Planted's control. In the case of a digital company forest, Planted does not guarantee the continuity of the planting. This does not apply if Planted is responsible for the resulting damage to the vegetation.

10.7 Customer claims for damages shall become time-barred after one (1) year from the commencement of the statutory limitation period, except in the cases of paragraphs 6.1 and 6.8.

11. data protection and data security

11.1 The customer shall ensure on its own responsibility that all compliance requirements are met within the scope of the contractual relationship and - insofar as personal data is processed - that the provisions of data protection (GDPR, BDSG, TTDSG, etc.) are implemented in a legally compliant manner and continuously observed. To ensure the security and confidentiality of the data subject to data protection, the customer shall in particular take and maintain the necessary technical and organizational measures. 

11.2 Planted treats all personal data confidentially and in accordance with the statutory data protection regulations. In the event that Planted acts as a processor in accordance with Art. 28 GDPR, the agreement on the contract data agreement in accordance with Annex 1. In the event of contradictions between these GTC and the agreement on commissioned data processing, the latter shall take precedence over the former.

11.3 Details on data processing and data protection are described in Planted's privacy policy.

11.4 Planted takes all necessary technical and organizational measures to protect the Customer's data from unauthorized access, loss or damage.

11.5 The Customer agrees that Planted may use the data collected within the framework of the contractual relationship for its own business purposes, in particular for advertising and market analysis, unless the Customer objects to this.

11.6 In the event of a data leak or other security incident, Planted will immediately inform the affected customers and take all necessary steps to minimize the impact and remedy the cause.

12. Secrecy

12.1 Both parties acknowledge that they may gain access to confidential information in the course of their business relationship. They therefore undertake to keep this information strictly confidential.

12.2 Confidential information is all information, data, documents, business and trade secrets that are marked as such or are to be considered confidential due to their nature. The confidentiality obligation does not apply to information that was already known to the receiving party prior to disclosure, is or becomes publicly accessible without the receiving party being responsible for this, was developed independently by the receiving party, or was lawfully obtained by a third party without a confidentiality obligation.

12.3 The parties undertake to use confidential information exclusively for the purpose of providing the service and not to use or exploit it for their own purposes or the purposes of third parties. Confidential information may not be copied or made accessible to third parties without the express written consent of the other party.

12.4 Planted shall ensure that all employees, consultants, subcontractors and other third parties who have access to the Confidential Information are also bound to confidentiality.

12.5 Planted shall take appropriate technical and organizational measures to protect Confidential Information. This includes physical, technical and administrative measures to prevent unauthorized access, disclosure, loss or destruction of Confidential Information.

12.6 The confidentiality obligation shall continue to exist after termination of the contractual relationship. 

12.7 In the event of a breach of the confidentiality obligations set out in this section, the breaching party shall be obliged to pay damages. In addition, the injured party reserves the right to take further legal action.

13. Alternative dispute resolution

The EU Commission has created an internet platform for the online settlement of disputes. The platform serves as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from online sales contracts. Further information is available at the following link: http://ec.europa.eu/consumers/odr. Planted is neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.

14. Final provisions

14.1 The entire contractual relationship between the parties and the services provided by the parties hereunder shall be governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws; Art. 3 EGBGB shall remain unaffected.

14.2 The registered office of Planted is the place of performance and jurisdiction for the mutual claims arising from the contractual relationship, unless otherwise specified. Planted is entitled to take legal action against the customer at his general place of jurisdiction. 

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