General Terms and Conditions (GTC) of myclimate Deutschland gGmbH

Version: December 2021

A.    SCOPE

1.    General

1.1.    myclimate Deutschland gGmbH (hereinafter myclimate Deutschland) is an 100 % subsidiary of the Swiss foundation myclimate – The Climate Protection Partnership (hereinafter myclimate). myclimate Deutschland and myclimate are committed to addressing climate protection around the world.

1.2.    myclimate Deutschland focuses on the following areas in particular:
a)    Climate protection projects for the purpose of CO₂ compensation
b)    Sustainability consulting
c)    Climate awareness and education

1.3.    Where myclimate Deutschland provides services, such services and the specific applicable conditions of myclimate Deutschland shall be individually agreed on with the customer (the Service Agreement). The provisions in Section B of this GTC shall apply in particular.

1.4.    Projects or activities pertaining to climate protection and climate education that are financed via donations shall be governed by an agreement regarding the use of such donations (the Donation Agreement). The provisions in Section C of this GTC shall apply in particular.

1.5.    This GTC applies to all services provided by myclimate Deutschland as well as to all donations. All services, including ancillary services, of myclimate Deutschland shall be provided exclusively based on this GTC. In concluding a Service Agreement or a Donation Agreement, the customer hereby agrees to the general terms and conditions of myclimate Deutschland.

1.6.    In the event of deviations, the Service Agreement or the Donation Agreement shall take precedence over the GTC, providing the content can be clearly substantiated (in particular in written form). The provisions of this GTC shall apply in addition to the Service Agreement or to the Donation Agreement. Any deviating provisions by the customer or donor shall not be recognised unless myclimate Deutschland expressly agrees to their validity in writing.

 

 
B.    SERVICE AGREEMENT

2.    Services

2.1.    Services provided by myclimate Deutschland in accordance with the Service Agreement shall be compensated in accordance with the net conditions agreed therein. These services are subject to value-added tax (VAT), unless a specific service is exempt from VAT (such as educational measures and service exports in particular). The net price of all services subject to VAT shall be increased accordingly by the applicable VAT rate. This is subject to changes and amendments to legislation on VAT.

2.2    Subject to deviating terms in the Service Agreement, all invoices shall be due for payment within 30 calendar days of invoicing. The payment shall be made into the account stated on the invoice, without deductions and in the currency stated. All bank fees associated with the payment shall be borne by the customer and may not reduce the total amount.

2.3     Pursuant to §288 para. 2 German Civil Code, interest in arrears, currently at 5% above the base interest rate set by the European Central Bank, is owed to myclimate Deutschland on payments received after the payment period has expired, without additional warning or notice demanding overdue payment.

 

 

3.    Customer Data

3.1.     The customer shall, as the need arises, grant myclimate Deutschland access to relevant customer-specific data and/or repositories of knowledge for the provision of services.

3.2.     The customer guarantees the correctness and completeness of the data made available to myclimate Deutschland. myclimate Deutschland assumes no liability for any consequential damage incurred by the customer if the services provided by myclimate Deutschland are based on incorrect, inaccurate or incomplete data made available by the customer.

3.3.   myclimate Deutschland uses and treats the data and information provided by the customer confidentially in accordance with the provisions of this GTC (see para. 14) and in accordance with the privacy policy published on the websites that it operates. However, myclimate Deutschland is entitled to use data in its processed or derived form, including data that may be based on the customer, for statistical or research purposes. In the event of publication under these conditions, myclimate Deutschland shall anonymise the customer’s name or else obtain the express consent of the customer to publish the customer’s name.

 

 

4.    Reports

4.1.    Reports and/or scientific analyses, etc. prepared by myclimate Deutschland in accordance with the Service Agreement may only be used by the customer for the purposes specified in the Service Agreement. The customer shall, as the need arises, provide myclimate  with access to the relevant customer-specific data and or repositories of knowledge required for the provision of the service.

4.2.    All copyrights that apply to the reports prepared by myclimate Deutschland remain with myclimate Deutschland, unless the transfer of copyrights to the customer are expressly agreed on in the Service Agreement.

 

 

5.    IT Services and IT Tools

5.1.    As part of the provision of services for customers, myclimate Deutschland makes use of various software solutions (IT tools). myclimate Deutschland configures these IT tools in accordance with the specifications of the customer and/or adapts the IT tools to the system used by the customer, and maintains the IT tools in accordance with the provisions of the Service Agreement.

5.2.    The right of use, purpose of use and compensation for use with regard to the IT tools are based on the Service Agreement. For ecoinvent background data made available in the IT tools of myclimate, the Terms of Use for Users of myclimate Software Applications Using ecoinvent Data also apply.

5.3.  The IT tools made available by myclimate Deutschland shall be used exclusively for the purposes set out in the Service Agreement. myclimate Deutschland accepts no liability for improper use of the IT tools.

5.4.  myclimate Deutschland endeavours to offer uninterrupted services and works based on the principle of best-effort delivery. myclimate assumes no liability in the event that the IT tools become temporarily unavailable.

 

 

C.    DONATION AGREEMENT

6.    Donations

6.1.   General donations, benefactors’ contributions and CO₂ compensation contributions from private individuals or companies are considered as donations, providing these amounts are intended for the realisation of climate protection and education projects.

6.2.   myclimate Deutschland is recognised as a non-profit organisation in Germany and can issue customers a donation receipt for their donations that is accepted by the competent German tax authorities. This is subject to changes in the tax legislation.

6.3.   Unless otherwise specified in the Donation Agreement, invoices shall be due for payment within 30 calendar days of invoicing. The payment shall be made into the account stated on the invoice, without deductions and in the currency stated.

 

 

7.    CO2 Compensation

7.1.     myclimate Deutschland enables both companies and private individuals to calculate their greenhouse gas emissions and compensate them (CO₂ compensation or CO₂ compensation contribution) through donations for the realisation of myclimate climate protection projects. These myclimate climate protection projects reduce greenhouse gas emissions directly at the source by replacing carbon-intensive energy sources with cleaner ones. In particular, myclimate supports projects in the fields of renewable energies, energy efficiency and reforestation and forest conservation.

7.2.    myclimate Deutschland undertakes to use the CO₂ compensation contributions from companies and private individuals to realise climate protection projects with the aim of reducing emissions. A quota of at least 80% of the contributions is allocated to a dedicated climate protection fund and used for projects through this fund.

7.3.    Unless otherwise specified in the donation agreements concluded with companies, myclimate Deutschland undertakes to ensure the following in projects based on renewable energies and energy efficiency:
a) the relevant tonnage in emissions reductions as part of the projects will be generated at the latest two years after payment of the compensation contribution, and

b) the associated emissions reduction certificates will be filed in an internally recognised emissions trading registry at the latest three years after payment of the compensation contribution.
In projects pertaining to land use and forestry:

c)  an issued CO₂ certificate includes a change to the land use system that leads to carbon sequestration of 1 ton of CO₂ in accordance with the requirements of the applied standard, and

d) all issued credits shall be registered in an internationally recognised emissions trading registry.

7.4    In the event of unforeseen delays or a lower-than-projected generation of emissions reductions in the selected myclimate climate protection projects, myclimate Deutschland guarantees that the CO₂ compensation shall, unless otherwise agreed with the customer, be realised:

a)  through emissions reduction certificates in the selected climate protection project from a later verification period («vintage»), or

b) through emissions reduction certificates from another climate protection project of the same quality standard and the same vintage, or

c) through emissions reduction certificates of another climate protection project of the same quality standard with a later vintage.

7.5    myclimate Deutschland calculates the tonnages for CO₂ compensation in accordance with the most current information available. The bases for calculation are subject to regular checks and revision; however, myclimate Deutschland accepts no liability for their topicality or correctness.

7.6    myclimate Deutschland calculates the CO₂ compensation exclusively based on the data provided by the donor and does not provide for any CO₂ compensation beyond this. In particular, myclimate Deutschland is not responsible for incorrect, erroneous or incomplete data on the part of the donor, or for errors in calculation caused by incorrect, erroneous or incomplete data on the part of the donor.

 

8.    Climate education projects

8.1.   myclimate Deutschland realises a range of projects intended to raise awareness among various age and target groups as part of its climate education efforts.

8.2.   Private individuals, companies and foundations support these myclimate climate education projects in the form of donations. These donations are used by myclimate in accordance with the purpose set out in the Donation Agreement.

8.3   Public institutions support climate education projects initiated by myclimate Deutschland in the form of grants that are considered subsidies under VAT law. These grants are used by myclimate in accordance with the purpose set out in the Donation Agreement.

 


D.    GENERAL PROVISIONS

9.    Termination of Contracts

9.1.    Unless otherwise specified in the Service Agreement or in the Donation Agreement, both the customer and myclimate Deutschland may ordinarily terminate the Service Agreement or the Donation Agreement without providing reasons, giving three months’ notice to the end of the calendar year.

9.2.    A Service Agreement or a Donation Agreement can, for valid reasons, be terminated at any time without observing a period of notice and with immediate effect. A valid reason shall be deemed to exist in particular where the continuation of the contractual relationship is not reasonable after giving due consideration to the interests of both parties, for example when:

a)  the customer has defaulted on their payment obligations following two reminders,

b) a contractual party has become insolvent or insolvency proceedings over their assets have been initiated, or insolvency proceedings have been dismissed due to a lack of assets, or

c) Statements or actions by the customer run counter to the values and aims of myclimate Deutschland, or the reputation of myclimate Deutschland may be damaged by the conduct of the customer.

9.3.    The termination must be made in writing in order to be effective and, unless otherwise stated in the Service Agreement or the Donation Agreement, shall be sent via registered letter to the following address:

myclimate Deutschland gGmbH
Kurrerstr. 40/3
72762 Reutlingen

 

10.    Liability

10.1.     Unless otherwise specified in the Service Agreement or in the Donation Agreement, myclimate Deutschland is exclusively liable for damages that arise as the direct result of a breach of key contractual duties on the part of myclimate Deutschland and which myclimate Deutschland (or its representatives or vicarious agents) has caused through wilful intent or gross negligence.

10.2.   Any further liability on the part of myclimate Deutschland is excluded. In particular, myclimate Deutschland shall not be held liable for damages caused by a reason beyond the control of myclimate Deutschland, in particular damage as the result of fire, inclement weather, natural catastrophes, involuntary outages of technical infrastructure such as servers, communication facilities, the Internet or the power supply, war or terrorism, a nuclear accident, political unrest, sequestration, general raw material shortages, restrictions on energy consumption, industrial action and the like. myclimate Deutschland shall likewise not be held liable if a partner or supplier is affected by such circumstances and myclimate Deutschland is unable to fulfil its contractual obligations as a result.

 

11.    Informationen

myclimate issues an annual report providing a comprehensive overview of funding, the use of funds and the climate protection and climate education projects realised as a result. The annual reports are available to download from the website www.myclimate.org and www.myclimate.de. myclimate Deutschland provides no guarantee that any information made available by myclimate shall be free from errors or that it shall conform to foreign law.

 

12.    Use of Labels, Names und Logos

12.1.    myclimate Deutschland guarantees that it is the licensee of myclimate. myclimate Deutschland indemnifies the customer against any possible licence claims on the part of myclimate.

12.2.    Within the scope of the individually agreed contract, myclimate  Deutschland  hereby grants the customer a non-exclusive, non-transferrable sub-licence (the «Licence») for the use of trademark rights as well as any other myclimate business and service marks or names and any associated standards with regard to the production, sale and marketing of climate-neutral services and their associated products (overall expertise). The customer accepts this Licence in accordance with these provisions.

12.3.    myclimate  Deutschland grants the customer the right to disclose its contractual relationship with myclimate Deutschland to third parties and to use its own support for myclimate climate protection and climate education projects in its own communication materials, in particular its website, annual report or official press releases, and to use the myclimate brand in accordance with the provisions of this GTC as well as the applicable myclimate guidelines regarding corporate design that are published on the website www.myclimate.de, unless the parties have agreed on a different form of use in a Service Agreement or Donation Agreement. The use of the myclimate brand requires the prior written consent of myclimate.

12.4.    The use of a myclimate label requires a corresponding agreement in the Service Agreement or the Donation Agreement. When using a myclimate label, the customer undertakes to adhere to the provisions of this GTC as well as the applicable myclimate guidelines regarding corporate design that are published on the website www.myclimate.de.

12.5.    The customer undertakes to implement all changes to the myclimate brand and (if contractually authorised) the myclimate label along with any forms of representation associated with this within one month of notification by myclimate Deutschland. This entails the obligation to amend all marketing materials to reflect myclimate Deutschland’s new form of representation at the customer’s own expense within six months following written notification by myclimate Deutschland.

12.6.    The customer grants myclimate Deutschland the non-exclusive, non-transferrable right to use the name and logo of the customer for publication purposes. myclimate Deutschland may cite the customer on its website or in other media as a reference customer, unless the parties have agreed otherwise in the Service Agreement or the Donation Agreement.

12.7.    The entitlement to use the brand or, as the case may be, the myclimate label shall no longer apply in the event of ongoing violations of the Service Agreement or the Donation Agreement, in the event of gross violation of obligations from this GTC, in the event of damage to the reputation of myclimate Germany, or in the event of statements or actions by the customer that run contrary to the values and aims of myclimate Deutschland. myclimate Deutschland may set a deadline for the customer to correct the act of misconduct before the authorisation is withdrawn.

12.8.    Following the termination of the cooperation, any materials and rights (including logos and labels in particular) made available by either party within the scope of this agreement may not continue to be used and shall be returned where required. Mentioning the cooperation as a reference is excluded from this provision.

 

 

13.    Websites

13.1.     myclimate Deutschland and myclimate operate various websites (the «Websites») for information purposes, to provide online CO₂ compensation calculators, or for specific climate education projects. The IT tools are not deemed to be websites, despite the fact that they are made available via an online server.

13.2.    Information and data on the Websites are for information purposes only, without the customer being able to rely on the topicality, correctness or completeness of the information. myclimate Deutschland is not liable for any temporary lack of accessibility of the Websites or specific applications or features of the Websites.

13.3.     myclimate Deutschland is exclusively responsible for the content on the Websites that it produces, publishes and disseminates itself. myclimate Deutschland is not liable for the correctness or lawfulness of information and statements issued by third parties, even if such information is made available to users on a website or social media platform operated by myclimate Deutschland.

13.4.     For ecoinvent background data made available on myclimate Websites, the «Terms of Use for Users of myclimate Software Applications Using ecoinvent Data» also apply.

13.5.     Illegal or defamatory statements on the Websites are not permitted and will be deleted immediately by myclimate Deutschland. myclimate Deutschland reserves the right to take legal action against offending users.

 

 

14.    Data Privacy

14.1.   myclimate Deutschland treats all personal data pertaining to customers and/or users in accordance with the applicable German Federal Data Protection Act (BDSG) and the General Data Protection Regulation (GDPR).

14.2.   All information relating to the handling of customer data is governed by a «Privacy Policy», the most up-to-date version of which is published on the websites operated by myclimate.

 

 
15.    Amendments to Agreements

15.1.    All ancillary agreements, supplements and amendments to service agreements and donation agreements must be made in writing in order to be valid.

15.2.    myclimate Deutschland reserves the right to amend the GTC at any time. The current version is published on the homepage and/or sent to the customer. Subsequent amendments to the GTC shall become part of the agreement if the customer does not reject these amendments in writing within 30 days of the GTC being published or sent.

 

 

16.    Effectiveness/Severability Clause

If any of the provisions in these General Terms and Conditions shall be deemed invalid, this shall not affect the binding nature of the other provisions or the contracts concluded on the basis of these provisions. The invalid provision shall be replaced by a valid provision that corresponds as closely to the former in purpose and intention.

 

 

17.    Applicable Law and Place of Jurisdiction

The place of contractual fulfilment and place of jurisdiction is Reutlingen. German law shall apply.

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