Terms and Conditions

Preamble

(1) The following terms and conditions apply to all contracts with Papoo Software & Media GmbH, Auguststr. 4, 53229 Bonn (hereinafter referred to as ‘GreenClaims Manager’). Where the customer is a trader within the meaning of the German Commercial Code (HGB), i.e. carries on a commercial business, these terms and conditions shall also apply to all future business relationships, even if they are not expressly agreed upon again. The nature and scope of the services to be provided in each case shall be agreed upon in the relevant quotations or individual agreements.

(2) Any deviations from these Terms and Conditions shall only be valid if GreenClaims Manager confirms them in writing. Employees of GreenClaims Manager are not authorised to enter into verbal side agreements or to make verbal assurances that go beyond the content of the relevant contract, including these Terms and Conditions.

(3) A consumer within the meaning of these General Terms and Conditions is a natural person who enters into a legal transaction for purposes which are predominantly neither attributable to their commercial nor to their self-employed professional activity. An entrepreneur within the meaning of these General Terms and Conditions is any natural or legal person, or a partnership with legal capacity, who, when entering into a legal transaction, is acting in the course of their independent professional or commercial activity.

(4) For clarity, these General Terms and Conditions are divided into three parts: Part I deals with the use of software purchased via the website greenclaimsmanager.com; Part II contains the licence terms (End-User Licence Agreement) for the use of the software; and Part III sets out generally applicable explanations and conditions relating to the use and maintenance of the software.

Part I.

Note: The following terms and conditions also contain statutory information regarding your rights under the regulations governing distance selling and electronic commerce.

§ 1 General

(1) The following terms and conditions apply to the purchase and rental of software of any kind and content from GreenClaims Manager, primarily, but not exclusively, via the website greenclaimsmanager.com.

(2) GreenClaims Manager grants the customer access to the ordered software via download, agency version or cloud version. The details of the services included in the respective package and the duration of the access authorisation are set out in the product description and are binding.

(3) Amendments to these terms and conditions which do not materially alter the contract shall be communicated to the customer in writing or by email. If the customer does not object to these amendments within four weeks of receiving the notification, the amendments shall be deemed to have been accepted by the customer. In the event of amendments to the terms and conditions, the customer shall be specifically informed of their right to object and the legal consequences of failing to object. Material amendments to the contract may only be agreed by the conclusion of a new contract between the parties.

§ 2 Contracting Party

A contract is concluded with Papoo Software & Media GmbH, Auguststr. 4, 53229 Bonn, represented by the managing director Dr Carsten Euwens.

§ 3 Order Process

You place an order by following the steps below:

Add the items you wish to purchase to your basket
Click on ‘Pay now’
Log in as an existing customer using your username and password, or register as a new customer by entering your delivery and billing addresses
Select your payment method
Read and confirm that you have taken note of our Terms and Conditions and the Cancellation Policy
further confirm that you expressly authorise us to commence performance of the contract before the end of the withdrawal period
Confirm that your details are correct by clicking the “Place order” button at the end.

§ 4 Offer and Conclusion of Contract

(1) Your order constitutes a binding offer to us to conclude a contract with the selected content and the specified term. By placing your order, you are making a binding declaration that you wish to purchase the item ordered.

(2) You will receive a copy of the order details in the order confirmation email, which you may save. This confirmation of receipt does not, expressly, constitute acceptance of your offer.

(3) A contract binding on GreenClaims Manager is only concluded once we accept your binding order by making the purchased item available to you, or by confirming our acceptance in writing via a separate notification. You will be notified regarding your order no later than five working days after receipt of the order.

(4) Notwithstanding the above, in the case of an order paid for in advance, a contract is concluded as soon as the payment request is sent. The payment request will be sent no later than five working days after receipt of your order.

(5) The contract is concluded exclusively in German.

§ 5 Correction of input errors/storage of the contract text

(1) You may correct the contractual declaration you have submitted as part of the order at any time before submitting it by clicking on the relevant button. However, once the order has been submitted, no further corrections are possible.

(2) We will store your order details until the contract has been fully processed. Should you lose your order documents, please contact us by email. We will be happy to send you a copy of your order details, provided your contract has not yet been fully processed. Once the contract has been fully processed, we will delete the order details, subject to statutory retention periods, and will no longer be able to make them available.

§ 6 Right of withdrawal

(1) The statutory right of withdrawal for consumers when purchasing or renting digital content expires once we have commenced performance of the contract, after you have expressly agreed that we may commence performance of the contract before the expiry of the withdrawal period and have confirmed your awareness that, by giving your consent to the commencement of performance, you forfeit your right of withdrawal.

(2) In the case of services, the right of withdrawal for consumers ceases to apply once we have fully performed the service and you have previously given your consent to the commencement of the service before the expiry of the withdrawal period.

§ 7 Rights of Use

(1) When using the software, the customer is granted a non-exclusive, non-transferable right to access the software provided by GreenClaims Manager for the duration of the relevant contract, limited to the term of the contract.

(2) The right of use is limited to the agreed term and lapses upon expiry of the term or termination of the contract for any reason whatsoever without the need for any further legal action. The right of use is not transferable, not even within the group, unless the customer has purchased an agency licence or another individual licensing arrangement has been agreed.

(3) The link to the manufacturer contained in the consent banners must not be removed, altered, hidden or rendered inoperable without an additional licence.

§ 8 Prohibition on Transfer

The customer must not make the right of use or the software itself available to third parties, nor may they transfer, sell, rent, lease or lend it to third parties.

§ 9 Term / Duration of the Contract / Flexible Rates

(1) GreenClaims Manager offers the customer various terms for the user agreements. Irrespective of the term selected, the respective contract shall be extended for an indefinite period upon expiry of the initial term, unless it is terminated by either party by giving one month’s notice to the end of the original contract term. Termination following the renewal of the contract is then always permitted subject to one month’s notice for both parties.

(2) The right to terminate the contract without notice remains unaffected by this provision.

(3) If the customer exceeds the number of software accesses on their website specified in the relevant tariff, the customer may agree to an upgrade to the next higher tariff, so that the switch is effected without the need for a further order (sliding-scale tariff).

§ 10 Prices and Agency Version

(1) The prices stated on the product pages are gross prices, inclusive of statutory value added tax and all other price components.

(2) The software is made available exclusively via download. The dispatch of a data carrier is excluded.

(3) If the customer is a business within the meaning of the preamble, the following procedure applies to the download: Upon receipt of payment, the customer will be provided with an activation code to download the purchased content. With regard to the method of delivery, paragraph 2 applies accordingly. The customer may either pass the activation code on to the end user; in this case, the end user must register and agree to the software’s licence terms when entering the activation code before the download process begins. Alternatively, the customer may carry out the download for the end user themselves, however, this requires the customer to enter the end user’s name and address during the registration process, to agree to the licence terms and, at the same time, to inform GreenClaims Manager that they are carrying out the download on behalf of the end user. In both cases, a contract is concluded exclusively between GreenClaims Manager and the customer. In particular, the end user does not become a party to the contract by downloading the content, but merely an authorised user.

§ 11 Payment

(1) Payment shall be made in advance, at the purchaser’s discretion, by invoice, direct debit, PayPal or credit card. In the case of payment by credit card, your card will be charged immediately after the payment transaction. In the case of payment by direct debit, the amount will be debited immediately. If you select payment by invoice, the invoice amount must be received by GreenClaims Manager within 14 days. In the event of late payment, the matter will be referred to our dunning process once this period has expired. Should the service be deactivated during the dunning process, reactivation will only be possible once payment has been received, meaning that the originally agreed contract term remains unchanged. If you select PayPal as your payment method, the payment will be processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg, subject to the PayPal Terms of Use, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full. PayPal is the online payment service that allows you to pay for your purchases quickly and easily. For information on opening a PayPal account, please visit: www.paypal.de.

(2) Once payment has been successfully processed, we will provide you with the licence key and the programme download for the purchased item within a few minutes.

§ 12 Warranty

(1) The statutory warranty rights apply to all downloadable content provided.

(2) The customer may not claim a reduction by deducting it from the agreed usage fee. Any corresponding claims for unjust enrichment or damages remain unaffected. The customer’s right to terminate the contract on the grounds of failure to provide the service in accordance with Section 543(2), first sentence, No. 1 of the German Civil Code (BGB) is excluded, unless rectification or replacement is deemed to have failed.

(3) If the customer is a trader within the meaning of the preamble, the following shall also apply:

a) In the event of a defect in the delivered content, we shall be free to choose whether to remedy the defect by providing new software, a new programme version or by bug fixing. If we offer the customer a new programme version in which the identified defect does not occur, the defect shall be deemed to have been remedied even if the new programme version exhibits minor deviations in functionality or user interface compared to the original version, provided that such deviations are reasonable for the customer.

b) Obvious defects must be reported to us in writing within five working days of receipt of the activation code; otherwise, the assertion of any warranty claim in respect of such defects is excluded. Timely dispatch is sufficient to meet the deadline. The customer, where the customer is a business, bears the full burden of proof for all conditions necessary for a claim, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notice of defect.

c) The limitation period for warranty claims is one year from the date of activation. This does not affect any claims arising from damage resulting from injury to life, bodily injury or damage to health arising from an intentional or negligent breach of duty on our part or on the part of our legal representatives or vicarious agents, as well as claims for other damages arising from an intentional or grossly negligent breach of duty on our part or on the part of our legal representatives or vicarious agents.

§ 13 Liability

(1) GreenClaims Manager’s strict liability for defects already existing at the time of conclusion of the contract pursuant to Section 536a(1) of the German Civil Code is expressly excluded. In all other respects, the following limitation of liability applies in principle and also to all supplementary or subsequent contracts, such as the General Terms and Conditions of Business (AVV) or others:

(2) GreenClaims Manager shall be liable without limitation in accordance with the statutory provisions for damage to life, bodily injury and damage to health resulting from negligent or intentional breaches of duty on the part of GreenClaims Manager, its legal representatives or vicarious agents, as well as for damage covered by liability under the Product Liability Act. For damage not covered by the first sentence and arising from intentional or grossly negligent breaches of contract, as well as from fraudulent misrepresentation, GreenClaims Manager shall be liable in accordance with the statutory provisions. GreenClaims Manager shall only be liable for damage arising from the absence of a guaranteed quality, but which does not occur directly in the software, if the risk of such damage is clearly covered by the quality guarantee.

(3) GreenClaims Manager shall also be liable for damage caused by simple negligence, insofar as the resulting damage is based on the infringement of rights which, according to the content and purpose of the contract, are specifically to be granted to the customer, and/or on a breach of obligations, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contracting party regularly relies and is entitled to rely (cardinal obligations). In this case, compensation is limited to the greater of the following amounts: o the fee for the software that caused the damage or is directly related to it. The fee applicable at the time the claim arose shall be decisive. o In the case of maintenance contracts, the amount of compensation is limited to the average annual or monthly fee.

(4) Any further liability is excluded, regardless of the legal nature of the claim asserted. Compensation for consequential damages, financial losses, loss of profit, unrealised savings, loss of interest and damages arising from third-party claims, including those based on product liability against the client, is excluded in all cases. Liability for the destruction of data or software, irrespective of the grounds for liability, shall only apply insofar as the customer has fulfilled their obligations regarding the proper operation of a data centre (e.g. documented data backups and off-site storage across at least three generations). This shall also apply even if GreenClaims Manager has previously been made aware of the possibility of such damages. GreenClaims Manager shall not be liable to the customer for any damages arising in connection with or as a consequence of the results obtained from the use of the software. The customer and its employees remain responsible for verifying the results obtained using the software. GreenClaims Manager’s liability is limited to the rectification of errors and defects in the purchased software in accordance with the provisions of this clause. The customer alone is responsible for verifying the data input into the software and the resulting output data, and shall indemnify GreenClaims Manager against any claims for damages arising from the use of the programmes or the data obtained through them. GreenClaims Manager shall also not be liable for any damage or loss of data attributable to failures or errors in the web server (including PHP and MySQL) on which the software runs, or to errors in the browser software used or its host system.

§ 14 Cloud Version and Service Level Agreement

(1) GreenClaims Manager shall make the software provided to the customer available, amongst other means, via a data centre leased by GreenClaims Manager (Cloud Version). The Customer may operate the software via a standard web browser. Access is via the internet. The data centre is connected to the internet via multiple, independent connections and is equipped with an emergency power supply as well as other standard features such as access controls and waterless fire-extinguishing systems. The server clusters are equipped with redundant hard drives on which the data is mirrored. This prevents data loss in the event of a hard drive failure and ensures that operations can continue even if a hard drive fails.

(2) The services provided by GreenClaims Manager under this contract are limited to data communication between the handover point of its own data communication network, operated by GreenClaims Manager, and the server provided for the customer. GreenClaims Manager has no control over data traffic outside its own communications network. Consequently, it is not obliged to ensure the successful transmission of information to or from the computer requesting the content.

(3) GreenClaims Manager shall provide the aforementioned services with an overall availability of 99.5 per cent as an annual average. Availability is calculated on the basis of the time attributable to the respective calendar month during the contract period, less maintenance periods. GreenClaims Manager is entitled to carry out maintenance work on Tuesdays and Thursdays between 06:00 and 10:00 for a maximum total of 10 hours per calendar month. During maintenance work, the aforementioned services may be temporarily unavailable under certain circumstances. For any additional unplanned maintenance work on the system, the customer will be offered maintenance windows within the support hours, provided that availability could be affected during the forthcoming maintenance work. The customer will be informed of such unscheduled maintenance work as early as possible. GreenClaims Manager reserves the right to carry out such maintenance work even without consulting the customer, provided that the urgency of the maintenance work so requires; for example, because a critical security vulnerability in a software package must be rectified by installing an update and the security and integrity of the system would otherwise be compromised.

§ 15 Retention of title:

The software shall at all times remain the property of GreenClaims Manager. Irrespective of the term of the agreement, the customer acquires only a temporary right to use the software.

§ 16 References

For advertising purposes, GreenClaims Manager may name the customer as a reference customer, even when a NoLabel version is used. This also applies where the customer uses GreenClaims Manager for their own clients; these clients may likewise be named as GreenClaims Manager reference customers, even where a NoLabel version is used. GreenClaims Manager has the right to name the customer on its website, on social media channels, in press releases, in print publications, during presentations or in other media, provided the customer has not expressly prohibited this in writing, and to use the customer’s logo and/or screenshots of the relevant website on which the GreenClaims Manager banner is displayed.

§ 17 Final Provisions

(1) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods, provided that this does not deprive the customer, who is a consumer, of the protection afforded by mandatory provisions of the law of the country in which they have their habitual residence.

(2) In the case of contracts with traders, i.e. customers who carry on a commercial business or who are classified as traders under the German Commercial Code (HGB) for other legal reasons, as well as with legal entities governed by public law, Bonn shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

(3) Online dispute resolution pursuant to Article 14(1) of the ODR Regulation: The European Commission provides a platform for online dispute resolution (ODR), which can be found at http://ec.europa.eu/consumers/odr/.

§ 18 Default on Payment

If the customer defaults on payments due, we are entitled to claim reminder fees, interest on arrears and a flat-rate late payment charge at the statutory rate.

For consumers, an interest rate of 5 percentage points above the base rate applies (Section 288(1) of the German Civil Code (BGB)),
and for businesses, an interest rate of 9 percentage points above the base rate (Section 288(2) of the German Civil Code (BGB)).

Reminder fees are charged at the following flat rates:

First reminder: €2.50
Second reminder: €5.00
Third reminder: interest on arrears and, where applicable, a flat-rate late payment charge

With the second reminder, we expressly draw attention to the late payment and set a grace period, stating that access to our service will be deactivated if payment is not made within this period.
If payment is not made within the set period, we reserve the right to deactivate the delivery of our services (e.g. cookie banners). If the customer is a business within the meaning of Section 14 of the German Civil Code (BGB), we are entitled, in addition to deactivation in accordance with Section 288(5) of the German Civil Code (BGB), to claim a flat-rate late payment fee of €40. The flat-rate late payment fee becomes due upon expiry of the grace period set and notification of the deactivation, and will be calculated accordingly. Interest on arrears will continue to accrue automatically until all outstanding amounts have been paid in full.

These amounts are in addition to any reminder fees and will not be set off against other damages arising from default.

The customer is entitled at any time to prove that we have incurred no loss or only a lesser loss.

§ 19 Returned Direct Debit

In the event of a returned direct debit (e.g. due to insufficient funds, incorrect account details or an unauthorised dispute), the customer is obliged to bear all costs arising therefrom. This includes, in particular, the return debit fees charged by the bank or payment service provider, as well as any processing costs.

The costs incurred will be passed on to the customer in their actual amount. The customer has the opportunity to prove that the loss incurred was lower or non-existent.

Part II.

End-User Licence Agreement (EULA)

Preamble

GreenClaims Manager is the holder of the licence rights and marketing rights to the software “GreenClaims Manager” and any individual modules and the associated documentation. The customer is the user of the software and thus the holder of the associated rights of use, which are set out below.

§ 1 Subject-matter of the Contract

The subject-matter of this contract is the temporary provision of the software made available by GreenClaims Manager in the version ordered and the granting of a right to use this software in accordance with the terms of this contract.

GreenClaims Manager provides the programmes in machine-readable form together with the user documentation. The documentation is supplied as a machine-readable document. Use of the software is only permitted once the terms of this licence agreement have been accepted. By using the software, the customer expressly declares that they have read and accepted this licence agreement.

§ 2 Rights of Use

GreenClaims Manager grants the customer the non-transferable, personal and non-exclusive right to use the software provided by GreenClaims Manager and the user documentation associated with this software, limited in duration to the term of the relevant contract and in accordance with the terms of this contract. The customer is not authorised to permit third parties to use the software. The customer bears responsibility for the use of the software and for the results achieved thereby. The Customer is also responsible for the selection and use of other software, hardware and services in connection with the software covered by this contract; in other words, the Customer must ensure the necessary compatibility themselves.

If the Customer purchases an agency licence, this entitles them, notwithstanding the foregoing, to use the software with their own customers as well. Use may only take place for a maximum number of users corresponding to the number of licences provided. The customer is not entitled to transfer the agency licence as such, but only to install and operate individual licences on their customers’ systems. The customer is also obliged to provide their customers with a copy of these General Terms and Conditions, and the customer’s customers undertake to use the licences only in accordance with these General Terms and Conditions and the other terms and conditions of GreenClaims Manager.

§ 3 Scope of the right of use

‘Use’ is defined as the loading and execution of the programme from servers within the system environment currently supported by GreenClaims Manager, as well as its use for the purpose of performing tasks. The Customer may only modify the software for their own use; they may edit it but not reproduce it (except for the creation of a backup copy) and must not make the source code available to third parties. The customer must not use the programme to create software that is identical or substantially similar. The foregoing applies in the case of the purchase of an agency licence, subject to the proviso that the customer must impose the restriction on use upon its own customers.

§ 4 Rights to the Software

The customer acknowledges that they are not entitled to any rights to the software other than those agreed in this contract and that all other rights, in particular all rights of exploitation and disposal of the software, are vested exclusively in GreenClaims Manager.

§ 5 Warranty

(1) If the customer is a consumer, the statutory provisions on liability for defects shall apply.

(2) If the Customer is a business, the following applies: GreenClaims Manager points out that, given the current state of the art, it is not possible to develop software in such a way as to guarantee error-free operation in all applications and combinations. However, GreenClaims Manager undertakes to work continuously on improving the software and welcomes any reports of faults. GreenClaims Manager warrants that the software can be used in accordance with the currently published documentation and within the current system environment, and that it essentially fulfils the functions specified therein. A defect shall only be deemed to exist if the subject matter of the contract does not correspond to the documentation generally published and valid at the time of downloading the subject matter of the contract, even though the subject matter of the contract is being used under the published conditions of use.

Where the customer is a business, the warranty is limited to 12 months following delivery of the software, unless a separate contract has been concluded for the ongoing maintenance of the software. GreenClaims Manager will, in the case of software for which a defect within the meaning of the above point is reported within 12 months of its installation, either replace it with a defect-free copy or rectify the defect, provided that:

the software has always been used correctly and in accordance with the instructions,
the software has not been modified, further developed or linked to other software, except via the authorised interfaces,
the reported defect can be reproduced in GreenClaims Manager;
the system environment specified in the current documentation is adequately configured (e.g. operating system, PHP/MySQL versions).

GreenClaims Manager does not guarantee that all programme errors can be rectified; nor does it accept liability for errors, malfunctions or damage resulting from improper use. GreenClaims Manager shall not be liable for errors or damage attributable to faults in the server operating system or in the browsers used to operate the software.

It should be expressly noted in this context that no warranty or compensation will be provided under any circumstances for errors arising as a result of changes or modifications to the programme made by the customer themselves. If the customer suspects a fault in the software that is covered by the warranty, they must inform GreenClaims Manager immediately and provide a detailed description of the fault. GreenClaims Manager shall analyse the information provided by the customer and carry out the necessary corrections to the software or take other measures which, in its discretion, appear appropriate to avoid and/or prevent such errors in the software.

If GreenClaims Manager determines that the suspected errors in the software are not defects covered by the warranty, that they are attributable to input errors or improper use of the software, or that their cause lies in the hardware, GreenClaims Manager may charge a reasonable fee for the staff and computer time spent investigating the suspected errors, as well as any associated expenses. The customer shall pay these charges at the currently applicable rates, unless individual rates have been agreed.

§ 6 Requirements for using the software

The customer shall ensure that the following technical requirements are met for the installation, trouble-free operation and use of the software.

Web server with PHP version 8.2 or higher, a MongoDB database version 4.0 or higher, and an email system. Use of the software via a web browser: Firefox version 90.0 or higher, Chrome version 90.0 or higher, Internet Explorer Edge version with the Chrome engine or higher, in each case with JavaScript enabled.

§ 7 Liability

GreenClaims Manager’s strict liability for defects already existing at the time of conclusion of the contract pursuant to Section 536a(1) of the German Civil Code is expressly excluded. In all other respects, the following limitation of liability applies:

(2) GreenClaims Manager shall be liable without limitation in accordance with the statutory provisions for damage to life, bodily injury and damage to health resulting from negligent or intentional breaches of duty on the part of GreenClaims Manager, its legal representatives or vicarious agents, as well as for damage covered by liability under the Product Liability Act. For damage not covered by the first sentence and arising from intentional or grossly negligent breaches of contract or fraudulent misrepresentation, GreenClaims Manager shall be liable in accordance with the statutory provisions. GreenClaims Manager shall only be liable for damage arising from the absence of a guaranteed quality, but which does not occur directly in the software, if the risk of such damage is clearly covered by the quality guarantee.

(3) GreenClaims Manager shall also be liable for damage caused by simple negligence, insofar as the resulting damage is based on the infringement of rights which, according to the content and purpose of the contract, are specifically to be granted to the customer, and/or on a breach of obligations, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contracting party regularly relies and is entitled to rely (cardinal obligations). In this case, compensation is limited to the greater of the following amounts: o the fee for the software that caused the damage or is directly related to it. The fee applicable at the time the claim arose shall be decisive. In the case of maintenance contracts, the amount of damages is limited to the average annual or monthly fee.

Liability for the destruction of data or software, irrespective of the grounds for liability, shall only apply insofar as the client has fulfilled its obligations regarding the proper operation of a data centre (e.g. documented data backups and off-site storage across at least three generations). This shall also apply even if GreenClaims Manager has previously been made aware of the possibility of such damages.

GreenClaims Manager shall not be liable to the customer for any damage arising in connection with or as a consequence of the results produced by the software. The customer and its employees remain responsible for verifying the results obtained using the software. GreenClaims Manager’s liability is limited to the rectification of errors and defects in the purchased software in accordance with the provisions of this clause.

The customer alone is responsible for checking the data entered into the software and the resulting output data, and shall indemnify GreenClaims Manager against any claims for damages arising from the use of the programmes or the data obtained through them. GreenClaims Manager shall also not be liable for any damage or loss of data attributable to failures or errors in the web server (including PHP and MySQL) on which the software runs, or to errors in the browser software used or its host system.

§ 8 Data backup

It is the customer’s responsibility to prevent data loss by carrying out regular data backups.

§ 9 Term of the Agreement

The right of use is limited in time to the duration of the respective contract term and shall end upon the expiry of that term without any further legal action; Irrespective of this, GreenClaims Manager may terminate the licence agreement with immediate effect for good cause even during the term of the agreement, without the customer being entitled to even a partial refund of the fee. Good cause shall include, in particular:

(1) a serious breach of contract by the customer which is not remedied despite being granted a reasonable grace period,

(2) the commencement of preliminary, composition or insolvency proceedings in respect of the customer’s assets, or the dismissal of such proceedings due to a lack of assets sufficient to cover the costs. Upon termination of the contract, the customer must delete the software from the web server, confirm this in writing at the request of GreenClaims Manager, and also delete the software from data storage media, together with the documentation, including all reproductions (copies), even partial ones.

§ 10 Documents

The customer may only produce copies, extracts or even partial copies of documents, records, notes, drafts, descriptions, diagrams, programmes, etc., which they have received from GreenClaims Manager, in whatever form, only to the extent necessary to fulfil this contract. The Customer must store all items listed in this clause of the contract with due care and ensure that their contents are not disclosed to unauthorised persons. The Customer acknowledges GreenClaims Manager’s exclusive ownership of these items and shall hand them over to GreenClaims Manager upon termination of the contract; the Customer shall have no right of retention in respect of them.

Part III.

General Explanations and Terms and Conditions of the Software Licence Agreement and the Software Maintenance Agreement

§ 1 Fees and Terms of Payment

Invoices issued by GreenClaims Manager are payable without any deduction and free of charges no later than 14 days after the invoice date or on the due date. Where a direct debit authorisation has been issued, the amount will be debited at the start of the month or on the date of the first booking. Subject to individual agreements, different payment terms are also possible for larger volumes, e.g. 30 days net or other terms.

§ 2 Confidentiality, Security

(1) The parties undertake to maintain confidentiality without time limit regarding any business or trade secrets disclosed to them or to which they gain access, which are subject to data protection, constitute competition-relevant know-how or are marked as confidential (hereinafter referred to as “confidential information”) for an indefinite period.

(2) The confidential information may only be used for the purposes of the contract. Furthermore, it must not be recorded, disclosed or used for the party’s own purposes. GreenClaims Manager shall ensure, through appropriate contractual arrangements with its employees and agents, that they too refrain, for an indefinite period, from any use for their own purposes, disclosure or unauthorised recording of confidential information. The disclosure of confidential information does not constitute the granting of any licence unless expressly agreed otherwise.

(3) The duty of confidentiality applies to any form of acquisition of information, whether oral, in paper form or in electronic form (via data transmission or on data storage media), through the granting of access for inspection or by any other means of direct or indirect transmission.

(4) The parties shall take all reasonable precautions to prevent third parties from gaining access to the other party’s confidential information (e.g. access control).

(5) The parties are entitled to create files, in physical or electronic form, in connection with individual business transactions during the course of the ongoing business relationship.

§ 3 Miscellaneous Provisions

(1) This contract governs all rights and obligations of the contracting parties in connection with the agreed services.

(2) Should any provision of this contract prove to be invalid or void, this shall not affect the validity of the remaining provisions of the contract. In such a case, the parties shall agree on valid substitute provisions which, as far as possible, correspond to the intent and economic effects of the invalid provisions. The foregoing shall apply mutatis mutandis to any unintended omissions.

(3) Any amendments or additions to this contract must be documented in writing.

(4) This contract is 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 (Convention on Contracts for the International Sale of Goods of 11 April 1980, UNCITRAL Sales Convention) and the international conflict-of-laws rules applicable at the customer’s registered office, as well as those of the Federal Republic of Germany (for the FRG – Introductory Act to the Civil Code).

(5) Subject to any deviating exclusive place of jurisdiction under German law, the parties agree that the registered office of GreenClaims Manager shall be the place of jurisdiction for all legal disputes arising out of or in connection with this contract. GreenClaims Manager shall remain entitled to bring legal proceedings against the customer before the court having jurisdiction over the customer’s place of business.