Terms & Conditions

§ 1 Scope of these terms and conditions, special conditions for individual business relations

(1) These General Terms and Conditions (GTC) apply to all contractual relationships between sustamize GmbH, a company under German law with headquarters in Munich, registered under HRB 277048, (hereinafter: "sustamize") and entrepreneurs, legal entities under public law and special funds under public law (hereinafter: "customers").
(2) Separate contractual conditions apply to consumers (§ 13 BGB).
(3) The section under § 10 of these GTC applies to all users who visit the homepage www.sustamize.com operated by sustamize.
(4) These GTC may be supplemented, modified or replaced by special terms and conditions, e.g. for the use of software; they shall then be agreed separately with the customer when a corresponding order is placed.
(5) Individual agreements made in individual cases between sustamize and the customer have priority over these GTC and any applicable special conditions.(6)General terms and conditions of customers of sustamize do not apply. This applies even if such regulations are not expressly contradicted.
(7) These GTC are drawn up in German and English. The German version alone shall be authoritative for the legal effects between the parties.

§ 2 Offers and offer documents

(1) Sustamize provides the following services in particular:
a. The provision of CO2 databases with industry-specific calculation models for the assessment of CO2 footprints of products, materials, services, companies and LCA (Life Cycle Assessment).
b. The provision of software solutions in the context of ESG data management
c. Consulting and other services, if commissioned separately.
(2) The services shall be provided in each case on the basis of these GTC and further special terms and conditions, which shall be brought to the attention of the contractual partner prior to conclusion of the contract.
(3) By using the respective services for the first time, the contractual partner unconditionally accepts the validity of the GTC and, if relevant, the special onditions (e.g. DaaSA).
(4) Sustamize is entitled to partial deliveries and partial services at any time, as far as this is reasonable for the customer.

§ 3 Conclusion of Contract, Text Form of Legally Relevant Declarations

(1) Unless expressly designated as binding, offers from sustamize are subject to change and represent in each case a non-binding proposal to the customer to place orders.
(2) Contracts are concluded by sustamize's order confirmation, by execution of the customer's order or purchase order, or by conclusion of a framework contract. (3) sustamize reserves all property rights, copyrights and other proprietary rights to offers, brochures, samples, calculations, plans, drawings, graphics, descriptions, calculations, cost estimates or other contract-preparatory documents of sustamize - also in electronic form - (hereinafter: "offer documents"). Offer documents may not be reproduced or altered or made available to third parties without the consent of sustamize, and must be returned to sustamize immediately on request or if a contract is not concluded.
(4) Illustrations, plans, drawings or value/size specifications contained in offer documents (see paragraph 3) of sustamize are only approximately accurate, as far as they are not expressly described as binding.
(5) Technical and creative deviations from offer documents as well as changes in performance, construction and material in the course of technical progress are reserved, without the customer deriving any rights from this.
(6) Legally relevant declarations and notifications of the customer with regard to the contract (e.g. setting of deadlines, notification of defects) shall be made at least in text form (e.g. as e-mail, fax, computer fax). Statutory mandatory formal requirements remain unaffected by this.

§ 4 Prices, Payments

(1) Unless otherwise agreed, the customer must pay the remuneration owed by him without deduction within 15 calendar days after receipt of invoice to sustamize.(2) All prices are exclusive of the legal value added tax, provided that sustamize is subject to value added tax at the time of payment or has opted for it. If the VAT liability or option arises subsequently, the VAT can be claimed against invoice upon presentation of the VAT liability certificate of the responsible tax office.
(3) Sustamize is entitled to send invoices to the customer electronically (e.g. by e-mail).
(4) The set-off and retention rights of the customer against the demands of sustamize are excluded, unless the counterclaim of the customer is indisputable or legally determined.
(5) If delivery or shipping costs are incurred, these are to be borne by the customer. Any delivery or shipping costs incurred shall be shown separately in the offer documents.
(6) Any customs duties, fees, taxes and other public charges shall be borne by the customer.
(7) If a customer is in arrears with a payment, the respective outstanding payment amount shall be subject to interest at the respective statutory default interest rate during the period of arrears. Sustamize reserves the right to claim further damages for default.

§ 5 Performance Time

(1) Delivery dates or deadlines, which have not been expressly agreed as binding, are exclusively non-binding information.
(2) The time of performance stated by sustamize begins only when all technical and commercial questions have been clarified. Likewise, the customer must fulfil all obligations incumbent upon him properly and on time.

§ 6 Cooperation duties of the customer

(1) The customer supports sustamize in the fulfilment of the services owed by sustamize according to the contract. This includes, in particular, the timely provision of information, of competent staff, of means of communication and connections, as well as of hardware and software, and the making available of premises, as far as this is necessary. The customer shall cooperate at his own expense.
(2) If and as far as the customer provides sustamize with non-personal data for contractual processing, the customer guarantees that
a. the data does not and will not infringe any copyright, trademark, trade secret, patent or other intellectual property right; and
b. the data is free from any viruses, Trojan horses, trapdoors, protection codes or other internal components, devices or mechanisms designed to stop, interrupt, restrict access to or grant unauthorised access to the Application or any other system, process or device or to sabotage the Application or any other system, process or device.
(3) Customer shall use reasonable efforts to ensure that all data provided to sustamize is accurate and free from discrimination. The client will use all reasonable care and skill in providing the data and will comply with all applicable laws in this regard.
(4) As far as non-personal data of the customer are faulty, especially because they do not have the required data quality for the respective contractual purpose, any liability of sustamize for consequently falsified processing and work results is excluded. The further limitations of liability in these GTC and in any further special conditions remain unaffected.
(5) The customer is obligated to inform sustamize immediately of any technical changes that occur in his sphere, if they are likely to affect the performance of sustamize.

§ 7 Intellectual Propierty

(1) The services of sustamize (e.g. climate protection concepts or studies, development services, calculation logics, algorithms and know-how) are protected by law, especially by copyright (e.g. database works iSv. § 4 UrhG, database producer rights iSv. §§ 87a ff. UrhG, protection of computer programs iSv. §§ Sections 69a et seq. UrhG).
(2) sustamize has implemented appropriate secrecy measures to protect its know-how within the meaning of GeschGehG.
(3) A transfer of rights of use and licences to the customer shall only take place to the extent contractually agreed between the parties in the respective written terms of use (e.g. DaaSA).
(4) Outside of the expressly granted rights of use or other rights, the user is not granted any further rights of any kind, in particular to the company name and industrial property rights, such as patents, utility models or trademarks, nor does sustamize have a corresponding obligation to grant such rights.

§ 8 Reservation of Title

The following applies to the delivery of physical objects (hereinafter: "goods") by sustamize:
(1) The goods remain the property of sustamize until full payment.
(2) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. However, he may not pledge the reserved goods or assign them by way of security. In this case, however, the customer already now assigns to sustamize all claims from such a resale in the amount of the invoice value of the claim of sustamize, regardless of whether this occurs before or after a possible processing of the goods delivered under retention of title. Sustamize accepts this assignment. Notwithstanding the authority of sustamize to collect the claim itself, the customer remains authorised to collect the claim even after the assignment. In this context, sustamize undertakes not to collect the claim itself, as long as and insofar as the customer meets his payment obligations, no application for the opening of insolvency or similar proceedings against his assets has been filed, and there is no cessation of payments. Insofar as the above-mentioned securities exceed the claims to be secured by more than 10%, sustamize is obliged to release the securities according to its choice at the request of the customer.

§ 9 Confidentialiy

(1) The customer is obligated to maintain strictest secrecy about all confidential processes, in particular business or trade secrets of sustamize, which come to his knowledge in the context of the preparation, execution and fulfilment of a contract with sustamize, and neither to pass them on nor to use them in any other way. This applies to any unauthorised third party, unless the disclosure of information is necessary for the proper fulfilment of the customer's contractual obligations. In cases of doubt, the customer will obtain consent from sustamize prior to such disclosure.
(2) The customer undertakes to agree with all employees and subcontractors employed by him in connection with the preparation, execution and fulfilment of a contract with sustamize on a regulation identical in content to the above paragraph 1.
(3) sustamize will conclude a separate non-disclosure agreement (NDA) with the customer, if necessary, whose regulations then take precedence over these GTC. Contractual penalties, lump-sum assumption of liability, burden of proof regulations or other liability regulations at the expense of sustamize are not accepted by sustamize. Unless otherwise expressly regulated, NDAs are subject to German law.

§ 10 Terms of use Homepage sustamize.com Electronic Communication

(1) The use of the website sustamize.com (hereinafter: "homepage") offered by sustamize is permitted exclusively on the basis of the following conditions. By logging in, or, if a separate log-in is not required, by commencing use, the validity of these terms of use in their respective version is accepted.
(2) The content, design and structure of the homepage are protected by copyright; all property rights are expressly reserved.
(3) sustamize has carefully compiled the information contained on the homepage and makes every effort to continuously review it. Nevertheless, no guarantee can be given for the correctness, up-to-dateness, completeness and continuous availability. Binding information, advice, recommendations or explanations are given by sustamize exclusively in the context of individual communication. sustamize reserves the right to change, supplement, shorten or even completely discontinue the homepage at any time. Sustamize does not guarantee that contents of the homepage are suitable for the user and his purposes.
(4) The homepage may contain hyperlinks to third party websites. Sustamize is not responsible for the contents of these websites nor does sustamize adopt these websites and their contents as its own, since sustamize does not control the linked information and is not responsible for the contents and information provided there. Their use is at the user's own risk. The respective provider of the pages is solely responsible for the content of the linked pages. In particular, sustamize is not liable for their legality, correctness of content, completeness, up-to-dateness, etc.
(5) When using the homepage, the user must not :- violate industrial property rights, copyrights or other proprietary rights;- transmit content containing viruses, so-called Trojan horses or other programming that may damage software;- enter, store or transmit hyperlinks or content to which he or she is not authorised, in particular if such hyperlinks or content are in breach of confidentiality obligations or unlawful; or- distribute advertising or unsolicited e-mails (so-called "spam") or inaccurate warnings of viruses, malfunctions and the like;- or otherwise violate the law and morality with his or her usage behaviour.sustamize may block access to the homepage at any time if the user violates his obligations under these terms and conditions.
(6) Notwithstanding the special provisions in paragraph 2 of these terms of use, information, brand names and other content from the homepage may not be changed, copied, reproduced, sold, rented, used, supplemented or otherwise exploited without the prior permission of sustamize.
(7) The individual pages of the homepage take into account the requirements of the country in which sustamize has its registered office. sustamize accepts no responsibility for the fact that information, software and/or documentation from the homepage may also be accessed or downloaded at locations outside the country of the registered office. If users access the site from outside their country of residence, they are solely responsible for compliance with all applicable local laws. Access to information, software and/or documentation on the homepage from countries in which such access is illegal is not permitted.
(8) If the user, when using the homepage, acts as or for a company, i.e. in the exercise of a commercial or self-employed professional activity, or for a public corporation, § 312i para. 1 sentence 1 no. 1 - 3 of the German Civil Code does not apply.
(9) sustamize is entitled to discontinue the operation of the homepage in whole or in part at any time. Due to the nature of the Internet and computer systems, sustamize does not guarantee the uninterrupted availability of the homepage.
(10) In the case of web offers directed at companies or public corporations, the respective company or corporation is represented by the user and must accept responsibility for its actions and knowledge.
(11) As far as the user deposits ideas and suggestions on the homepage, sustamize may use these free of charge for the development, improvement and distribution of the products from its portfolio.
(12) Although sustamize always strives to keep its web pages and electronic communication services (e.g. e-mail services) free of viruses, worms, Trojan horses, or other harmful malware, sustamize cannot guarantee freedom from viruses. Before downloading information, software and documentation, the user will ensure appropriate security devices and virus scanners for his own protection and to prevent viruses.
(13) When using electronic communication services (e.g. e-mail), the user is aware that there is a risk for all participants that transmitted data can be read during transmission. This applies not only to the exchange of information via e-mail leaving the system, but also to the integrated messaging system and all other transmissions of data. The confidentiality of data transmitted within the framework of electronic communication services can therefore not be guaranteed.

§ 11 Liability

(1) sustamize is liable without limitation for damages caused intentionally or by gross negligence, in case of fraudulent intent, in case of non-compliance with an assumed guarantee, due to culpable injury to life, body or health, and according to the product liability law.
(2) In all other respects sustamize is liable as follows:
a) In case of slightly negligent breach of duty, sustamize is only liable for breach of material contractual obligations and only insofar as the damage was foreseeable and a damage of this kind could typically be expected, to the extent determined in the following lit. b). Material contractual obligations are those whose observance is a necessary prerequisite for the performance of the contract or whose breach jeopardises the achievement of the purpose of the contract and the contractual partner could reasonably rely on the observance of the obligation concerned.
b) The parties agree that the foreseeable contract-typical damage corresponds to half of the net annual remuneration for the services provided by sustamize for the customer. The liability for other indirect or consequential damages and loss of profit is excluded. Any contributory negligence on the part of the customer is to be credited against the amount of any claim for damages.
(3) Insofar as deviating regulations on liability are agreed in special conditions (e.g. DaaSA) or in individual cases, these shall take precedence over the above regulation.

§ 12 Compliance with Export Regulations, Sanctions Lists

(1) When transferring information, software and documentation provided by sustamize to third parties, the user must, as far as this is contractually permissible, comply with the applicable regulations of national and international (re-)export control law. In any case, the user must comply with the (re-)export control regulations of the Federal Republic of Germany, the European Union and the United States of America. Prior to such transfer, the user shall in particular check and take appropriate measures to ensure that the regulations of all relevant sanctions lists of the European Union and the United States of America concerning business transactions with companies, persons or organisations named therein are complied with.
(2) The fulfilment of the contract on the part of sustamize is subject to the reservation that no obstacles due to national or international regulations of foreign trade law as well as no embargos and/or other sanctions stand in the way of the fulfilment.

§ 13 Data Privacy

(1) In the context of the performance of its respective obligations under a Contract, the Customer shall comply with all relevant provisions of the applicable laws on data protection as applicable from time to time in Germany, the European Union or any other jurisdiction applicable to the Customer, including the GDPR and all laws implementing, supplementing and replacing it, such as the Federal Data Protection Act.
(2) sustamize is entitled to process and store personal data received from the customer in connection with the business relationship. The privacy policy of sustamize applies, available at www.sustamize.com

§ 14 Duties of Disclosure and Deletion

After termination of the contractual relationship with sustamize, the customer is obligated to delete all contractual information and content available to him individually in electronic form. Information and content (including information material and the like) that is available in embodied form must be returned to sustamize or destroyed at its request or in the event of non-acceptance.

§ 15 Contractual Penalty

(1) If the customer violates one or more of the following obligations and he is responsible for this violation, he forfeits a contractual penalty, which is to be determined by sustamize in each individual case at its reasonable discretion (§ 315 BGB) and in case of dispute is to be reviewed by the locally competent district court.
(2) A contractual penalty according to paragraph 1 is forfeited, if the customer - contrary to the regulations in § 7 (INTELLECTUAL PROPERTY) copies climate protection concepts or studies, development services, calculation logics, algorithms, know-how or databases of sustamize inadmissibly or violates copyrights of sustamize in any other way; - contrary to the provisions of § 9 (CONFIDENTIALITY), improperly discloses trade or business secrets of sustamize or otherwise violates the rights of sustamize under the GeschGehG.
(3) A paid contractual penalty is to be credited against claims for damages resulting from the same breach of duty. The contractual penalty represents the minimum damage.
(4) Any provisions on contractual penalties in special terms and conditions (e.g. DaaSA) shall take precedence and completely exclude the provisions under § 15.

§ 16 Changes to these GTC

(1) sustamize reserves the right to change these GTC at any time and without giving reasons. These new GTC will be communicated to the customer in writing in a timely manner, but at least one month before the date on which they are to take effect. If sustamize has agreed upon an electronic communication channel with the customer, the changes can also be transmitted in this way, if the method of transmission allows the customer to save or print the changes in a readable form.
(2) If the customer does not object to changes in writing or by the agreed electronic means at the latest before the proposed effective date, the changes shall be deemed accepted.
(3) sustamize will inform the customer in the notification letter of the significance of his silence and the time of the intended coming into effect of the changes, as well as of the right to terminate the contract free of charge and without notice. If the customer objects, the previous terms and conditions shall continue to apply.

§ 17 Final Provisions

(1) Unless otherwise agreed between the parties, sustamize may disclose as a reference the cooperation with the customer in the context of sales and marketing activities and use in this context the customer's company name, logo, and designation.
(2) The customer may not transfer, pass on or subcontract rights and obligations from a contract with sustamize in whole or in part to third parties without the permission of sustamize; third parties in the sense of these provisions are also affiliated companies of the customer in the sense of § 15 AktG.
(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions is not affected. Instead of the invalid provision, that provision shall apply which the parties would have agreed upon in good faith according to the originally intended purpose from an economic point of view. The same shall apply in the event of a loophole in the contract.
(4) German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(5) The place of jurisdiction in dealings with merchants is the registered office of sustamize (Munich). However, sustamize is also entitled to sue at the customer's place of business.
(6) In case of doubt or contradiction between these GTC and special conditions (e.g. DaaSA) or individual contracts, the respective regulations of these GTC are subordinate.

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