General Terms and Conditions

for the use of KlimAPI services

Table of Contents

1. Scope of these and third-party GTC
2. Conclusion of contract, amendment of GTC
3. General service obligations of Envalor
4. Obligations of the Customer
5. Module-dependent rights and obligations
   1. General
   2. Test Mode
   3. Production Mode
   4. Calculation of CO₂ Equivalents
   5. Purchase of Emission Reduction Certificates
   6. Additional Modules
6. Availability of the Platform, Temporary service exclusions
7. Remuneration, Price adjustment
8. Invoices, Payments
9. Contract term, Contract termination
10. Limitations of liability
11. Data protection and Confidentiality
12. Offsetting, Rights of retention, Assignment, Pledging
13. Applicable law, Place of jurisdiction, Severability clause

1. Scope of these and third-party GTC

1.1
Envalor GmbH (hereinafter: "Envalor") offers services on the website https://klimapi.com (hereinafter: "Platform") for the use of an application programming interface (hereinafter: "API"), via which the Customer can automatically offer and broker the calculation of CO₂ equivalents and the purchase of emission reduction certificates (hereinafter also referred to as "Certificates") through its own offerings. The service offering for the use of the API is exclusively aimed at companies within the meaning of Section 14 BGB (German Civil Code) and expressly not at consumers within the meaning of Section 13 BGB. By registering, the Customer confirms that it is a company within the meaning of Section 14 BGB and is not using the services as a consumer within the meaning of Section 13 BGB.

1.2
These General Terms and Conditions (hereinafter: "GTC") apply to all contracts between Envalor and the Customer regarding the use of the API and other functions of the Platform, including the Test Mode, the Production Mode, and any Additional Modules.

1.3
The Customer's general terms and conditions of business, delivery, or payment shall not become part of the contract unless Envalor expressly agrees to their validity. Envalor expressly objects to the validity of such conditions of the Customer not expressly agreed upon, now and in the future. Section 305b BGB (primacy of individual agreements) remains unaffected.

2. Conclusion of contract, amendment of GTC

2.1
The contract for the use of the Platform is concluded by the Customer entering and submitting its data in the registration form. Initially, the use of the Platform in Test Mode (see Section 5.2) is free of charge.

2.2
The use of the Production Mode (see Section 5.3) and the booking of fee-based Additional Modules (see Section 5.6) require the Customer to provide valid billing data and an accepted payment method. The fee-based use of the Production Mode begins with the first API call in Production Mode after the payment data has been provided. A contract for the use of fee-based Additional Modules is concluded when the Customer books such a module on the Platform and Envalor confirms the booking or activates the module. The offers made by Envalor on the Platform or in text form regarding fee-based services are non-binding until the Customer activates or books the service and Envalor confirms this, if applicable.

2.3
Envalor is entitled to amend these GTC and will inform the Customer of any changes to these GTC or the introduction of additional conditions by sending a new version in text form, in which the changes are highlighted. The changes shall be deemed accepted by the Customer if it does not object to them in text form within six weeks of receipt of the new version, or if the changes are unreasonable for the Customer. In the event of a timely objection, the previous GTC shall continue to apply unchanged. Envalor will separately inform the Customer in the amendment notification about the significance of its silence and the objection period.

3. General service obligations of Envalor

3.1
Envalor provides the Customer on the Platform with software functions for automated data exchange between the Customer and Envalor via an application programming interface in JSON format (API), a backend administration interface (hereinafter: "Customer Dashboard"), and English-language documentation for the API. Envalor is entitled to expand the functionality of the API at any time. Envalor may change or restrict the functionality of the API if this is necessary to close security gaps or to expand the API with other functions.

3.2
The Customer Dashboard is designed for the current versions of Google Chrome and Mozilla Firefox browsers. Envalor 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 its browser.

3.3
Envalor's service results are not suitable for use in the preparation of emission reports according to the TEHG (German Greenhouse Gas Emissions Trading Act) or other official regulations for trading in emission rights or as a report or basis for a report for the non-financial part of the annual management report according to Section 289c HGB (German Commercial Code) or for fulfilling other statutory reporting obligations of the Customer.

4. Obligations of the Customer

4.1
The Customer must keep its authentication data and its access data for the user account on the Platform inaccessible to third parties or store them in such a way and keep them secret from third parties. It must instruct and oblige its employees and third parties to whom it grants access to password-protected areas of the Platform,

4.1.1
to keep their access data for the user account on the Platform inaccessible to third parties or to store them in such a way and to keep them secret from other persons (including the Customer), in particular not to grant any other persons access to their user account or to the Platform via their user account,

4.1.2
to assign secure passwords in accordance with the current IT Basic 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 realize that other persons have gained knowledge of their access data or have used them.

4.2
If the Customer discovers or is informed by its 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 Envalor contain malicious code, it shall inform Envalor immediately.

4.3
If Envalor suffers damage due to malicious code contained in files sent by the Customer or at its instigation, or due to the abusive use of the Customer's access data, the Customer must prove that it has fulfilled its obligations under Sections 4.1 and 4.2.

4.4
The Customer shall inform Envalor immediately in text form of any identified service disruptions (e.g., defects in services, missing/limited availability of the Platform), providing a specific description of the defect symptom or notification of the time and appearance of the disruption. The Customer will support Envalor to a reasonable extent in identifying and rectifying errors in the event of service disruptions. Envalor is entitled to refer the Customer to the temporary use of workarounds 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 shall immediately notify Envalor of any change in its name, legal form, its authorized representatives, and its address, as well as, when using fee-based modules, its billing address and – if payment by direct debit or credit card has been agreed – its bank details, or update these in the Customer Dashboard.

5. Module-dependent rights and obligations

5.1 General

The provisions regarding individual main service obligations in Sections 5.2 to 5.6 are only applicable if the provision of the respective services has been agreed with the Customer or the Customer uses or has booked the respective module. The use of the Production Mode as well as certain Additional Modules is subject to remuneration according to Section 7.

5.2 Test Mode

In Test Mode, the Customer gains access to the Customer Dashboard. The functions of the API can be tested by the Customer via non-publicly accessible systems. A productive use, in particular by integrating the interface into systems accessible to the Customer's own clients, the calculation of CO₂ equivalents for real transactions, as well as the brokerage and purchase of Certificates for real transactions, is not available in Test Mode. In Test Mode, the function for calculating CO₂ equivalents exclusively outputs random numbers for testing purposes; a calculation according to Section 5.4 does not take place. The use of the Test Mode is free of charge.

5.3 Production Mode

In Production Mode, the Customer gains access to the functions of the API for integration into its own systems after providing valid billing data and an accepted payment method. Envalor grants the Customer the exclusive and non-transferable license to use the API. The use of the Production Mode is subject to remuneration according to Section 7.1.

5.4 Calculation of CO₂ Equivalents

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

5.4.2
The conversion to determine the CO₂ equivalent is based on emission factors from domestic or foreign authorities or non-governmental organizations, which Envalor selects at its reasonable discretion, taking into account the topicality, comprehensiveness, and suitability for the Customer's data. Envalor calculates the CO₂ equivalent exclusively on the basis of the data transmitted by the Customer. Envalor is not obliged to check the data entered by the Customer for correctness or plausibility.

5.4.3
The Customer may use the functions for calculating CO₂ equivalents free of charge only to the extent that it intends, on the basis of this calculation, to purchase Certificates via Envalor to offset the greenhouse gas emissions caused by the products or to offer their purchase to its customers when selling its own products via Envalor. If the Customer violates this restriction of use, particularly through abusive, excessive use of the free calculation function without a corresponding intention to compensate via Envalor (Fair Use Policy), Envalor is entitled, after prior warning, to restrict further free use, to charge the Customer for the use of the "Standalone Calculations (compensation-independent emission calculations)" interface according to Section 5.4.4, or to block the Customer's user account. Further rights remain unaffected.

5.4.4
For any use of the calculation function that goes beyond or does not correspond to the free use described in Section 5.4.3, the Customer is obliged to use the interface specifically provided for "Standalone Calculations (compensation-independent emission calculations)". This interface is remunerated separately and per API request. The amount of remuneration per API request is based on Envalor's currently valid price list, which may provide for volume discounts. The prices currently valid for the Customer for the use of the "Standalone Calculations (compensation-independent emission calculations)" interface can be viewed in the Customer Dashboard on a billing page. Individual price agreements remain unaffected.

5.4.5
Envalor provides the calculation result via the server response to the API request in JSON format. The Customer has no claim to the provision of the raw data or the service results in other formats.

5.4.6
The Customer is prohibited from systematically storing (caching), reusing, or transferring calculation results obtained via Envalor's API into its own databases structured according to the values supplied by Envalor, in order to circumvent the use of fee-based API requests, particularly the interface for "Standalone Calculations (compensation-independent emission calculations)", or to replicate Envalor's logic. In the event of a breach of this provision, Envalor is entitled to terminate the Customer's access to the Platform and API without notice and to claim any damages incurred as a result.

5.5 Purchase of Emission Reduction Certificates

5.5.1
Envalor is obliged to broker offsetting measures through the purchase and retirement of Certificates to the extent specified by the Customer according to Section 5.5.4 via recognized certification and brokerage bodies (e.g., Clean Development Mechanism (CDM) of the United Nations Framework Convention on Climate Change (UNFCCC), Gold Standard, VERRA, or other comparable standards and registries). Envalor selects the projects for which Certificates can be purchased conscientiously, but does not guarantee that a project actually or demonstrably saves or offsets the emission quantities underlying the Certificate. Envalor is not liable for the correctness and completeness of the project data transmitted by the certification and brokerage bodies.

5.5.2
Envalor generates an individual landing page for the Customer, on which the project for which the Certificates were purchased, the amount of the CO₂ equivalent (in kilograms) to which the Certificates correspond, and the Envalor ID assigned to the serial numbers issued by the certification and brokerage body for the purchased Certificates are named. The URL for this landing page is provided via the API response. If the Customer has provided an e-mail address in the API request underlying the order, Envalor will also send the URL to the specified address.

5.5.3
If the Customer has consented by uploading its logo on the Platform, Envalor will display the Customer's company name and logo on the certificates created by Envalor.

5.5.4
The Customer specifies, through its selection and use of the available arguments with its API request, whether the Certificates are for a quantity of CO₂ specified by the Customer, for a price specified by the Customer, or for a CO₂ quantity calculated according to Section 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 request whether the request should lead to the purchase of Certificates by the Customer or by its end customer. If it selects the method for returning a payment link via the target address, Envalor offers the Customer's end customer an individual contract for the purchase and retirement of the Certificates (see Section 5.5.6). If the Customer selects a different target address, the individual contract is concluded between Envalor and the Customer (see Section 5.5.7).

5.5.6 Purchase of Certificates by the End Customer

By clicking on the payment link, the end customer is directed to an Envalor website where Envalor makes a specific contractual offer to the end customer. The end customer can only accept the offer if it agrees to the validity of Envalor's GTC for the individual purchase of Certificates, confirms acknowledgment of the cancellation policy, and agrees to the commencement of performance before the expiry of the cancellation period. The end customer is not obliged to accept the offer.

5.5.7 Purchase of Certificates by the Customer

5.5.7.1
The Customer decides by selecting the API method by specifying the target address of the API call whether the individual contract between it and Envalor is concluded immediately when the end customer buys the Customer's product (create order), or whether the specific conditions (CO₂ quantity, price, and project) are displayed to the end customer and confirmed by the end customer before the conclusion of the individual contract (between Envalor and the Customer) (create pending order).

5.5.7.2
Envalor automatically selects projects for the individual contract at random, for which Certificates are purchased in such a quantity that the CO₂ quantity specified by the Customer or calculated by Envalor according to Section 5.4, or the price specified by the Customer, is achieved as closely as possible but not exceeded. Envalor may choose from among the projects that meet the global specifications set by the Customer (e.g., standard, project category, maximum price per ton of CO₂). Envalor charges 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, plus statutory VAT. The price including the surcharge before VAT is rounded up to the nearest full cent.

5.5.7.3
If the end customer justifiably exercises its statutory right of withdrawal for consumers with respect to its order from the Customer, for which the Customer has purchased Certificates, the Customer may return the Certificates purchased by it for this order to Envalor within one month of purchasing the Certificates, unless an alternative arrangement has been individually agreed. Envalor will refund the purchase price and offset the refund against the next invoice issued according to Section 8.1. After returning the Certificates, the Customer is no longer entitled to use the associated serial number, Envalor ID, or certificate or to make them accessible to third parties.

5.6 Additional Modules

5.6.1
Envalor may offer the Customer fee-based Additional Modules (e.g., "Custom Domains" for landing pages) on the Platform. The Customer books an Additional Module via the Platform.

5.6.2
For each booked Additional Module, the remuneration specified in Envalor's currently valid price list shall apply. The specific services and conditions of the Additional Modules are described on the Platform or in the price list.

6. Availability of the Platform, Temporary service exclusions

6.1
Envalor does not guarantee the uninterrupted availability and accessibility of the Platform.

6.2
Envalor is entitled to temporarily suspend or restrict the functions or 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 remedy unforeseen malfunctions or close security gaps. If a maintenance measure is foreseeably likely to lead to an interruption of the Platform's availability for more than 30 minutes, Envalor will notify the Customer of the period of the maintenance work at least 24 hours in advance in text form. The same applies to work to improve the Platform, in particular its scope of functions or its mode of operation.

6.3
The performance deadlines of a contractual partner shall be extended to the extent and for as long as this contractual partner is prevented from performing its services by force majeure or other unavoidable circumstances for it or by circumstances within the risk sphere of the other contractual partner.

7. Remuneration, Price adjustment

7.1
For the use of the Production Mode (Section 5.3), a monthly basic fee is due, provided that at least one API call in Production Mode is made by the Customer in the respective calendar month. The amount of the basic fee is based on Envalor's currently valid price list, which can be viewed on the Platform or is otherwise communicated to the Customer. The obligation to pay the full monthly basic fee for the respective calendar month is triggered as soon as the first API call in Production Mode occurs in that month, regardless of the timing of this first call within the month.

7.2
For the use of Additional Modules (Section 5.6), the remuneration specified in Envalor's currently valid price list shall apply. The remuneration for Additional Modules is generally payable monthly.

7.3
The agreed prices are net prices in euros and are subject to the respectively applicable statutory value-added tax, unless the Customer is liable for tax under the UStG (German VAT Act).

7.4
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 shall be calculated pro rata for the respective month on a daily basis according to the remuneration agreed for a full month. The monthly basic fee for the Production Mode (Section 7.1) is, in deviation from this, not calculated pro rata.

7.5
Envalor is entitled to adjust the monthly basic fee for the Production Mode as well as the remuneration for the use of Additional Modules with effect from the first of the month, but no earlier than one year after the start of the contract term and the last price adjustment for the respective service. The Customer must be informed of the price adjustment and its scope at least six weeks before it takes effect in text form. If the Customer objects to the price adjustment in text form no later than four weeks after receipt of the notification referred to in sentence 2, the contract regarding the affected service shall end at the time when the price adjustment would have become effective, unless Envalor waives the price adjustment in text form no later than one week after receipt of the objection to the price adjustment.

7.6
Envalor is entitled to demand remuneration for the previously free use of modules (excluding the Test Mode according to Section 5.2) with effect from the first of the month, but no earlier than six months after the start of the contract term for the respective module. The Customer must be informed of the demand for remuneration and the amount of remuneration at least six weeks before it takes effect in text form. If the Customer objects to the demand for remuneration in text form no later than four weeks after receipt of the notification referred to in sentence 2, the contract regarding the affected service shall end at the time when the obligation to pay remuneration would have arisen, unless Envalor waives the introduction of the obligation to pay remuneration in text form no later than one week after receipt of the objection to the demand for remuneration.

8. Invoices, Payments

8.1
Envalor shall invoice the Certificates purchased by the Customer in a calendar month as well as other usage-based fees (e.g., for the "Standalone Calculations (compensation-independent emission calculations)" interface according to Section 5.4.4) upon reaching a billing limit set by Envalor for the Customer at its reasonable discretion (the current amount of which can be viewed in the Customer Dashboard), but no later than the beginning of the following month. If the monthly basic fee for the Production Mode according to Section 7.1 is incurred during the billing period of the invoice, this will also be due and invoiced with this invoice. The remuneration for the purchase and retirement of Certificates as well as other fees are due upon receipt of the invoice and must be paid no later than two weeks after receipt of the invoice, unless a different due date has been individually agreed.

8.2
The remuneration for the use of Additional Modules (Section 7.2) is payable monthly in advance on the first of a month of use and will be invoiced separately. If only the basic fee for the Production Mode according to Section 7.1 is incurred in a calendar month (i.e., API calls were made in Production Mode, but no other billable services according to Section 8.1 were used that would trigger earlier invoicing), this basic fee will be invoiced and due at the beginning of the following month.

8.3
Invoices are issued exclusively electronically. The Customer agrees to receive invoices in PDF format by e-mail.

8.4
Payments are processed by the payment service provider Stripe Payments Europe, Limited, an Irish company with its registered office at c/o A&l Goodbody, Ifsc, North Wall Quay, Dublin 1, registration number 513174 (hereinafter: "Stripe"). Stripe may use other payment service providers to process payments, for whom special payment conditions may apply, of which the Customer will be informed separately. Stripe is entitled to check the Customer's creditworthiness using generally accepted means (in particular, obtaining information from a credit agency or credit insurance company).

8.5
If the Customer is in default with the payment of the remuneration or with installment payments, Envalor is entitled to suspend the services and to block the Customer's access to the Customer Dashboard. After expiry of a reasonable grace period, Envalor is entitled to terminate the contract without notice and to withdraw from individual contracts for the purchase and retirement of Certificates.

9. Contract term, Contract termination

9.1
The contract for the use of the Platform runs for an indefinite period. It can be terminated by Envalor with one month's notice to the end of the month, and by the Customer with one week's notice to the end of the month. Additional Modules can be terminated separately according to the conditions and periods specified on the Platform or individually agreed; if no separate regulation exists, they can also be terminated with one week's notice to the end of the month.

9.2
The right of both contractual partners to terminate for good cause remains unaffected.

9.3
Any termination must be declared in text form; however, the Customer may also terminate supplementary contracts for the use of Additional Modules by unsubscribing from the Additional Module in the Customer Dashboard, provided this function is offered and the notice period is observed.

10. Limitations of liability

10.1
The Customer's claims for defects shall become statute-barred one year after the statutory commencement of the limitation period.

10.2
Envalor shall only be liable for damages – irrespective of the legal grounds – in cases of intent and gross negligence. In cases of simple negligence, however, Envalor shall only be liable

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

b) for material or financial damages resulting from the breach of a material contractual obligation (an obligation the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner regularly relies and may rely), limited in amount to the foreseeable and contract-typical damages at the time of conclusion of the contract.

10.3
These limitations and exclusions of liability shall not apply if Envalor has fraudulently concealed a defect or has assumed a guarantee of quality for an item or other service. Liability under the Product Liability Act also remains unaffected.

11. Data protection and Confidentiality

11.1
Envalor may process customer or personal data within the meaning of Art. 4 No. 2 of the EU General Data Protection Regulation (GDPR) to the extent necessary to enable the Customer to use the contractually owed services or to bill the agreed fees. Envalor is entitled to provide data necessary for the performance of the contract to cooperation partners for the processing of the services. These include in particular affiliated companies and service providers for data communication, IT support, and payment services.

11.2
Envalor shall ensure that all personal data is protected against unauthorized access or inspection by third parties.

11.3
Neither contractual partner is entitled to disclose confidential information of the other contractual partner to third parties without the other's express consent, to be given in text form. Both contractual partners are obliged to use confidential information only for the purposes necessary for the performance of the contract and to take all measures they take to protect their own confidential information also to protect the confidential information of the contractual partner. Each contractual partner is at least obliged to conclude confidentiality agreements with its employees that prohibit and sanction the disclosure of confidential information.

11.4
Envalor is, however, entitled to use the data of the Customer relevant for calculating CO₂ emissions in an anonymized form for the creation of statistics and industry comparisons for other customers.

11.5
By registering, customers grant Envalor the right to publicly display the company name and company logos for marketing purposes, including use on the website and other marketing materials. Consent to use may be revoked at any time in writing. An informal objection by e-mail to support@klimapi.com is sufficient. Envalor undertakes to remove the relevant data from future marketing materials upon receipt of the objection and, where technically possible and economically reasonable, from existing active digital marketing materials.

12. Offsetting, Rights of retention, Assignment, Pledging

12.1
The Customer shall only be entitled to rights of set-off or retention if its counterclaims have been legally established or are undisputed, or if its counterclaims are based on the same contractual relationship.

12.2
The assignment or legal pledging of claims of the Customer against Envalor is only permissible with Envalor's consent.

13. Applicable law, Place of jurisdiction, Severability clause

13.1
The contract shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN 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 shall be Munich (Germany), unless a different exclusive place of jurisdiction is established by law. This agreement on the place of jurisdiction does not apply to summary debt collection proceedings.

13.3
All ancillary agreements, amendments, or declarations to or in connection with the contract must be in text form, unless a stricter form is prescribed by contract or by law. This also applies to the waiver of this text form agreement. Joint, undisputed minutes of meetings or negotiations shall satisfy the text form.

13.4
Should any of the provisions of these GTC or the other contractual components be ineffective or should the contract, including these GTC, contain a loophole in its entirety, this shall not affect the validity of the remaining contractual provisions. Insofar as the ineffectiveness of the contractual provision is not based on statutory provisions that serve to protect a contractual partner, the ineffective provision shall be replaced by an effective one and a missing one inserted in such a way that the will of the contractual partners expressed in the contract and the meaning of the contract are largely met.

End of General Terms and Conditions