Terms and conditions for the individual purchase of emission reduction certificates

As of 05/2024

Terms and Conditions

for the use of KlimAPI services

Contents

  1. Applicability of these and other terms and conditions
  2. Formation of contract, modification of terms
  3. General obligations of Klimahelden
  4. Customer obligations
  5. Module-specific rights and obligations
    1. General
    2. Test mode
    3. Production mode
    4. Calculation of CO2 equivalents
    5. Purchase of emission reduction certificates
  6. Platform availability, temporary exclusions of service
  7. Fees, price adjustments
  8. Invoices, payments
  9. Contract term, termination of contract
  10. Limitations of liability
  11. Data protection and confidentiality
  12. Set-off, retention rights, assignment, pledge
  13. Applicable law, jurisdiction, severability clause

1. Applicability of these and other terms and conditions

1.1
Klimahelden GmbH (hereinafter referred to as "Klimahelden") offers services on the website https://klimapi.com (hereinafter referred to as "platform") for the use of an application programming interface (hereinafter referred to as "API"), through which the customer can automate the calculation of CO2 equivalents and the acquisition of emission reduction certificates through their own offers. The service offer for the use of the API is explicitly not directed at consumers.

1.2
These general terms and conditions (hereinafter referred to as "GTC") apply to all contracts between Klimahelden and the customer concerning the use of the API and other functions of the platform.

1.3
General terms and conditions of business, delivery, or payment of the customer do not become part of the contract unless Klimahelden has expressly agreed to their validity. Klimahelden expressly objects to the validity of such customer conditions that have not been expressly agreed upon, even for the future. Section 305b of the German Civil Code (BGB) remains unaffected.

2. Formation of contract, modification of terms

2.1
Klimahelden offers everyone free use of the platform in test mode. The contract for the use of the platform in test mode is concluded by entering and submitting the customer's data in the registration form.

2.2
All further services require an additional contract agreement. Within the scope of the contract, the customer can book additional modules or cancel them. The offers made by Klimahelden on the platform or in text form are non-binding. The supplementary contract with the customer concerning other services than the use of the test mode is only concluded when Klimahelden confirms the conclusion of the contract in text form to the customer after the customer has previously transmitted his order in text form or has gone through the registration process on the platform.

2.3
Klimahelden is entitled to adjust these GTC and will inform the customer of a change in these GTC or the introduction of additional conditions by sending a new version in text form, in which the changes are highlighted. The changes are considered accepted by the customer if he does not object to them within six weeks after receipt of the new version in text form or if the changes are unreasonable for the customer. In the event of timely objection, the previous GTC continue to apply unchanged.

3. General obligations of Klimahelden

3.1
Klimahelden provides the customer on the platform with software functions for automated data exchange between the customer and Klimahelden via a programming interface in JSON format (API), a backend management interface, and English documentation for the API. Klimahelden is at all times entitled to extend the functionality of the API. Klimahelden may change or restrict the functionality of the API if necessary to close security gaps or to extend the API with other functions.

3.2
The backend management interface of the platform is designed for the browser types Google Chrome and Mozilla Firefox in their current versions. Klimahelden does not guarantee full functionality in other browsers or older versions. The functionality of the platform also requires that the customer has allowed the use of functional cookies for the platform in his browser.

3.3
The service results from Klimahelden are not intended for use in creating emission reports under TEHG or other governmental regulations for emissions trading or as a report or report basis for the non-financial part of the annual management report under § 289c of the German Commercial Code (HGB) or to fulfill other legal obligations of the customer.

4. Customer obligations

4.1
The customer must keep their authentication data and access data to the user account on the platform inaccessible to third parties or store them and keep them secret from third parties. He must instruct and obligate his employees and third parties, to whom he grants access to password-protected areas of the platform,

4.1.1
to keep their access data to the user account on the platform inaccessible to third parties or store them and keep them secret from other persons (including the customer), especially not to grant further persons access to their user account or via their user account to the platform,

4.1.2
to assign secure passwords according to the current IT Baseline Protection Compendium of the German Federal Office for Information Security or other comparable and generally recognized security standards for access to the platform and to change them regularly,

4.1.3
to inform the customer immediately if they recognize that other persons have obtained knowledge of their access data or have used them.

4.2
If the customer finds out or is informed by his employees or third parties that access data to the platform has been used by unauthorized persons or has become known to them or that files transmitted by the customer to Klimahelden contain malware, he informs Klimahelden immediately about it.

4.3
If Klimahelden incurs damage due to malware contained in files sent by the customer or at his instigation or the misuse of the customer's access data, the customer must prove that he has fulfilled his obligations under paragraphs 4.1 and 4.2.

4.4
The customer informs Klimahelden about detected service disruptions (e.g., defects in the services, missing/restricted availability of the platform) immediately in text form with a specific description of the defect symptom or notification of the time and appearance of the disruption. The customer will assist Klimahelden in identifying and rectifying faults to a reasonable extent. Klimahelden is entitled to refer the customer to the temporary use of error circumvention options and to eliminate the cause of the disruption later by adapting the platform software, unless this is unreasonable for the customer.

4.5
The customer will inform Klimahelden of any changes to his name, legal form, authorized representatives, and address, and, when using fee-based modules, his billing address and - if payment by direct debit or credit card is agreed - his bank details immediately.

5. Module-specific rights and obligations

5.1 General

The regulations for individual main performance obligations in paragraphs 5.2 to 5.5 are only applicable if the provision of the respective services has been agreed with the customer.

5.2 Test mode

In test mode, the customer gets access to the backend management interface of the platform. The functions of the API can be tested by the customer via non-publicly accessible systems. Productive use, esp. by integrating the interface into the customer's own systems accessible to customers, the calculation of CO2 equivalents, and the mediation and purchase of emission reduction certificates, is not available in test mode. In test mode, the function of calculating CO2 equivalents outputs random numbers for testing purposes only, and no calculation as per paragraph 5.4 is carried out.

5.3 Production mode

In production mode, the customer gains access to the functions of the API for integration into their own systems. Klimahelden grants the customer the exclusive and non-transferable license to use the API.

5.4 Calculation of CO2 equivalents

5.4.1
Klimahelden provides the function for calculating the CO2 equivalent based on emission factors provided by the customer only for specific categories. The available categories are listed in the API documentation under the "Calculation Options" section.

5.4.2
The conversion for determining the CO2 equivalent is carried out according to emission factors from domestic or foreign authorities or non-governmental organizations, which Klimahelden selects at its reasonable discretion considering the currency, comprehensiveness, and suitability to the customer's data. Klimahelden calculates the CO2 equivalent exclusively based on the data provided by the customer. Klimahelden is not obligated to verify the accuracy or plausibility of the data entered by the customer.

5.4.3
The customer may only use the functions for calculating CO2 equivalents if he intends to buy emission reduction certificates to offset the greenhouse gas emissions caused by the products or to offer their purchase to his customers when selling his own products. If the customer violates this restriction of the right of use, Klimahelden is entitled to immediately block the customer's user account.

5.4.4
Paragraph 5.4.3 does not apply if the customer uses the interface specifically intended for calculation without the intention of acquiring emission reduction certificates, called "Calculation only". This interface is billed separately per API request.

5.4.5
Klimahelden provides the calculation result via the server response to the API request in JSON format. The customer has no right to be provided with the raw data or the service results in other formats.

5.5 Purchase of emission reduction certificates

5.5.1
Klimahelden is responsible for mediating offsetting measures by purchasing and retiring emission reduction certificates within the scope defined by the customer according to paragraph 5.5.4 through certification and mediation agencies Clean Development Mechanism (CDM) of the United Nations Framework Convention on Climate Change (UNFCCC), Gold Standard, or VERRA. Klimahelden carefully selects the projects for which emission reduction certificates can be purchased but does not guarantee that a project actually or concretely saves or offsets the emissions underlying the certificate. Klimahelden is not liable for the accuracy and completeness of the project data transmitted by the certification and mediation agencies.

5.5.2
Klimahelden generates a custom landing page for the customer, on which the project for which the emission reduction certificates were purchased, the amount of CO2 equivalent (in kilograms) corresponding to the emission reduction certificates, and the Klimahelden ID of the purchased emission reduction certificates assigned to the serial numbers granted by the certification and mediation agency are mentioned. The URL to this landing page is provided via the API response. If the customer has provided an email address in the API request underlying the order, Klimahelden also sends the URL to the specified address.

5.5.3
If the customer has consented to uploading his logo on the platform, Klimahelden will display the customer's company and logo on the certificates created by Klimahelden.

5.5.4
The customer specifies through his selection and use of the available arguments with his API query whether the emission reduction certificates are to be purchased for a quantity of CO2 specified by the customer, for a price specified by the customer, or for a CO2 quantity calculated according to paragraph 5.4, and whether certificates for any climate protection project or a project from a specific category or a specific standard are to be procured.

5.5.5
The customer selects via the target address of the API query whether the query to purchase the certificates should be carried out by the customer or by his end customer. If he selects the method for returning a payment link through the target address, Klimahelden offers the end customer of the customer an individual contract for the purchase and retirement of the emission reduction certificates (see paragraph 5.5.6). If the customer selects a different target address, the individual contract between Klimahelden and the customer is concluded (see paragraph 5.5.7).

5.5.6 Purchase of the certificates by the end customer

The end customer is led by his click on the payment link to a website of Klimahelden, where Klimahelden makes a specific contract offer to the end customer. The end customer can only accept the offer if he agrees to the validity of the Klimahelden GTC for the individual purchase of emission reduction certificates, confirms the notice of the right of withdrawal, and consents to the start of performance before the expiry of the withdrawal period. The end customer is not obligated to accept the offer.

5.5.7 Purchase of the certificates by the customer

5.5.7.1
The customer decides by selecting the API method through the target address of the API call whether the individual contract between him and Klimahelden comes into effect immediately when the end customer purchases the product of the customer (create order), or whether the specific conditions (CO2 quantity, price, and project) should be displayed and confirmed by the end customer before concluding the individual contract (between Klimahelden and the customer) (create pending order).

5.5.7.2
Klimahelden selects projects for the individual contract automatically at random, for which emission reduction certificates in the quantity specified by the customer or calculated by Klimahelden according to paragraph 5.4 or the price specified by the customer are purchased, aiming to closely but not exceed the specified CO2 quantity or price. Klimahelden may choose among projects that meet the global settings specified by the customer (e.g., standard, project category, maximum price per ton of CO2). Klimahelden invoices the customer the actual purchase price plus a surcharge of 30 percent, but at least 0.5 euros per individual contract, or the surcharge individually agreed with the customer as well as the statutory value-added tax. The price including the surcharge before value-added tax is rounded up to the nearest full cent.

5.5.7.3
If the end customer exercises his legally entitled right of consumer withdrawal to his order with the customer, to which the customer has purchased emission reduction certificates, the customer can return the purchased emission reduction certificates to Klimahelden within one month from the purchase of the certificates. Klimahelden refunds the purchase price and offsets the refund with the next invoice issued according to paragraph 8.1. After returning the certificates, the customer is no longer entitled to use the associated serial number, Klimahelden ID, or certificate or to make them accessible to third parties.

6. Availability of the platform, temporary exclusions of service

6.1
Klimahelden does not guarantee the constant availability and accessibility of the platform.

6.2
Klimahelden is entitled to temporarily suspend or restrict the functions or the accessibility of the platform as long as and to the extent that this is necessary for required maintenance work on the software or on the technical infrastructure operating the software, in particular to fix unforeseen malfunctions or to close security gaps. If a maintenance measure is foreseeable to lead to an interruption of the availability of the platform for more than 30 minutes, Klimahelden will notify the customer of the period of the maintenance work at least 24 hours before the start in text form. The same applies to work to improve the platform, especially its range of functions or its operation.

6.3
The performance periods of a contracting party are extended as long as and to the extent that this contracting party is prevented from providing its services due to force majeure or other unavoidable circumstances for it or due to circumstances from the risk sphere of the other contracting party.

7. Fees, price adjustments

7.1
The agreed prices are net prices in euros and are subject to the applicable statutory value-added tax unless the customer is the taxpayer within the meaning of the German Value-Added Tax Act (UStG).

7.2
The amount of the agreed remuneration for the use of additional modules for months in which the contract term for the additional module begins or ends is calculated on a pro-rata daily basis for the respective month based on the remuneration agreed for a full month.

7.3
Klimahelden is entitled to adjust the remuneration for the use of additional modules with effect from the first of the month, but not before one year after the start of the contract term and the last price adjustment for the respective module. The customer must be notified of the price adjustment and its extent in text form at least six weeks before it takes effect. If the customer objects to the price adjustment at the latest four weeks after receipt of the notification from sentence 2 and in text form, the contract ends at the time when the price adjustment would have become effective, unless Klimahelden waives the price adjustment in text form at the latest one week after receipt of the objection against the price adjustment.

7.4
Klimahelden is entitled to demand remuneration for the previously free use of modules with effect from the first of the month, but not before six months after the start of the contract term for the respective module. The demand for remuneration and the amount of the remuneration must be notified to the customer in text form at least six weeks before they take effect. If the customer objects to the demand for remuneration at the latest four weeks after receipt of the notification from sentence 2 and in text form, the contract ends at the time when the obligation to pay would have arisen, unless Klimahelden waives the introduction of the obligation to pay in text form at the latest one week after receipt of the objection against the demand for remuneration.

8. Invoices, payments

8.1
Klimahelden invoices the emission reduction certificates purchased by the customer in a calendar month when reaching the invoicing limit granted at Klimahelden's reasonable discretion, but at the latest at the beginning of the following month. The remuneration for the purchase and retirement of the emission reduction certificates is due upon receipt of the invoice and must be paid no later than two weeks after receipt of the invoice.

8.2
The remuneration for the use of additional modules is payable monthly in advance on the first of each month of use.

8.3
Invoices are issued exclusively electronically. The customer agrees to receive the invoices in PDF format by email.

8.4
Payments are processed by the payment service provider Stripe Payments Europe, Limited, an Irish company based c/o A&l Goodbody, Ifsc, North Wall Quay, Dublin 1, registration number 513174 (hereinafter referred to as "Stripe"). Stripe may use other payment service providers for processing payments, for which special payment conditions may apply, about which the customer will be separately informed. Stripe is entitled to check the customer's creditworthiness using the generally customary means (esp. obtaining information from a credit reporting agency or credit insurance company).

8.5
If the customer defaults on the payment of the remuneration or on installment payments, Klimahelden is entitled to suspend services and block the customer's access to the portal. After the expiration of a reasonable grace period, Klimahelden is entitled to terminate the contract without notice and to withdraw from individual contracts for the purchase and retirement of emission reduction certificates.

9. Contract term, termination of contract

9.1
The contract and the supplementary contracts for the use of additional modules run for an indefinite period. They can be terminated by Klimahelden with a notice period of one month to the end of the month, by the customer with a notice period of one week to the end of the month.

9.2
The right of both contracting parties to terminate for cause remains unaffected.

9.3
Every termination must be declared in text form, but the customer may also terminate supplementary contracts for the use of additional modules by cancelling the additional module on the platform.

10. Limitations of liability

10.1
Warranty claims of the customer expire one year from the statutory commencement of the limitation period.

10.2
Klimahelden is liable for damages only in the case of intent and gross negligence. However, in the case of simple negligence, Klimahelden is liable

a) without limitation for damages resulting from injury to life, body, or health,

b) for property or pecuniary damages resulting from the breach of a material contractual obligation (obligation whose fulfillment makes the proper execution of the contract possible in the first place and on the compliance of which the contractual partner regularly relies and may rely) limited to the foreseeable and contract-typical damages at the time of the conclusion of the contract.

10.3
These limitations and exclusions of liability do not apply insofar as Klimahelden has fraudulently concealed a defect or has assumed a guarantee for the condition of a thing or other service.

11. Data protection and confidentiality

11.1
Klimahelden may process customer or personal data within the meaning of Art. 4 No. 2 of the EU General Data Protection Regulation, insofar as this is necessary to enable the customer to use the contractually owed services or to invoice the agreed fees. Klimahelden is entitled to make data necessary for the execution of the contract available to cooperation partners for the processing of the services. This includes in particular affiliated companies and service providers for data communication, IT support, and payment services.

11.2
Klimahelden ensures that all personal data are protected from unauthorized access or insight by third parties.

11.3
Neither contracting party is entitled to pass on confidential information of the other contracting party without its express and written consent. Both contracting parties are obliged to use confidential information only for purposes necessary for the fulfillment of the contract and to take all measures that they take to protect their own confidential information to protect the confidential information of the contracting partner. Each contracting party is at least obliged to conclude confidentiality agreements with its employees that prohibit and sanction the disclosure of confidential information.

11.4
However, Klimahelden is entitled to use customer-related data relevant for calculating CO2 emissions anonymously for creating statistics and industry comparisons for other customers.

11.5
By registering, the customer grants Klimahelden the right to use the company name and logos for marketing purposes, including public display on the website and other marketing materials. The consent to this usage can be revoked at any time in writing. A simple email to support@klimapi.com is sufficient for the revocation. Klimahelden commits to removing the respective data promptly upon receipt of the revocation.

12. Set-off, retention rights, assignment, pledge

12.1
Set-off or retention rights are available to the customer only if his counterclaims have been legally established or are undisputed or if his counterclaims are based on the same contractual relationship.

12.2
The assignment or contractual pledge of claims of the customer against Klimahelden is only permissible with the consent of Klimahelden.

13. Applicable law, jurisdiction, severability clause

13.1
The contract is subject to the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13.2
If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from and in connection with the contract is Munich (Germany), unless a mandatory exclusive place of jurisdiction is established by law. This agreement on the place of jurisdiction does not apply to the dunning procedure.

13.3
All collateral agreements, changes, or declarations related to or in connection with the contract require text form, unless a stricter form is contractually or legally prescribed. This also applies to the cancellation of this text form clause. Common, uncontested minutes of discussions or negotiations suffice for the text form.

13.4
If any of the provisions of these GTC or other contract components are invalid, or if the contract including these GTC as a whole contains a gap, the validity of the remaining contractual provisions shall not be affected. Insofar as the invalidity of the contractual provision does not result from legal regulations that serve to protect a contracting party, the invalid provision shall be replaced by a valid one and a missing one shall be added in such a way that the expressed will of the contracting parties and the purpose of the contract are largely met.

End of Terms and Conditions