General Terms and Conditions

1. Scope of validity

‍1.1‍. LIGADIGITAL GmbH (hereinafter referred to as: LIGADIGITAL) offers a web-based sustainability management software (hereinafter referred to as: Software) on the website https://greengen-calculator.com (hereinafter referred to as GreenGen) for small and medium-sized companies, in particular for calculating the carbon footprint based on projects. All LIGADIGITAL software services are hosted and operated in AWS data centres in Germany.

‍1.2‍. The following General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to all contracts of use (hereinafter referred to as “Contracts”) concluded between LIGADIGITAL and Customers who are not consumers within the meaning of Section 13 of the German Civil Code (BGB) or other relevant statutory provisions via the “GreenGen” platform.

‍1.3‍. Deviating general terms and conditions of the Customer shall not apply to contracts unless LIGADIGITAL expressly agrees to their application in writing.

2. Conclusion of contract

2.1 ‍The Customer can choose between the XS, S, M and L licence packages offered. For the conclusion of a contract for the fee-based use of the Software with annual invoicing, the LIGADIGITAL sales team shall prepare a corresponding offer in written or text form upon request, which shall be accepted by the Customer by confirmation in text form, written form or, at the latest, by payment of the invoice.

2.2 The booked package must be used within 12 months at the latest. Calculations not made will expire after 12 months. The starting point for the 12-month period is the day the contract is concluded in accordance with point 2.1. If no new order or cancellation is made within 12 months, the previous package will be ordered again. The cancellation period is 3 months until the end of the 12-month period.

3. Services provided by LIGADIGITAL

3.1. ‍LIGADIGITAL provides the customer with access to the version of the software offered on GreenGen and selected by the customer as Software-as-a-Service (hereinafter: SaaS) via the Internet for the term of a contract. The scope of functions of the booked software version can be found in the description on the GreenGen website. As the software is continuously developed further, the range of functions also develops accordingly. Further services (e.g. supplier communication, interpretation and communication of the calculation results) are not the subject of a contract for the (chargeable) use of the software. Such further services can be provided by LIGADIGITAL on the basis of a separate offer.

4. Availability and response time in the event of faults

4.1. ‍LIGADIGITAL guarantees 98% availability during business hours from 09:00 to 17:00, Monday to Friday, of the software provided as SaaS on an annual average. This excludes times when the server cannot be reached due to technical or other problems that are beyond LIGADIGITAL’s control (in particular force majeure, fault of third parties). Also excluded are planned maintenance work (e.g. updates to the software) which either take place outside normal business hours from Monday to Friday (taking into account public holidays at the Stuttgart location) between 9:00 and 17:00 or which have been announced in advance in accordance with Clause 4.2.

‍4.2. ‍LIGADIGITAL is authorised to interrupt the availability of the software for maintenance purposes and due to other technical requirements. As far as possible, maintenance work will be carried out outside normal business hours from Monday to Friday (taking into account public holidays at the Stuttgart location) between 9:00 and 17:00. If a maintenance measure will lead to an interruption in the use of the software of more than two hours within normal business hours from Monday to Friday (taking into account public holidays at the Stuttgart location) between 9:00 and 17:00, LIGADIGITAL will announce this maintenance work by e-mail. The announcement shall be made at least three working days in advance.

‍4.3. ‍ Disruptions to system availability must be reported by the Customer as soon as they become known. LIGADIGITAL shall endeavour to ensure a response time of four hours for the start of troubleshooting in the event of reports of system availability faults that lead to a total failure of the software and that are received within the support hours (Monday to Friday between 9:00 and 17:00, taking into account public holidays at the Stuttgart location). In the case of minor faults that do not lead to a total failure of the software and occur during ongoing operation, LIGADIGITAL shall endeavour to respond no later than one working day after receipt of the fault report.

‍4.4. ‍In the case of fault reports received outside support hours, fault rectification shall begin on the following working day. Delays in fault clearance for which the Customer is responsible (e.g. due to the unavailability of a contact person on the Customer side or late reporting of the fault) shall not be counted towards the fault clearance time.

5. Cooperation services of the Customer

5.1. ‍The following cooperation services are primary obligations of the Customer and are not to be classified solely as secondary obligations or duties.

‍5.2. ‍The Customer is obliged to provide a qualified contact person and deputy who is authorised to make or immediately bring about all necessary decisions that are required for the provision of the contractually agreed service. The Customer is obliged to inform us immediately of any changes to the contact person (and deputy).

‍5.3. ‍The Customer shall be solely responsible for the content and data processed with the Software. The Customer hereby undertakes to use the LIGADIGITAL Software only in accordance with the contract and within the scope of the applicable statutory provisions and not to infringe any third-party rights during use. The Customer shall inform LIGADIGITAL immediately, if possible in writing, about

(i) the misuse or suspected misuse of the contractually agreed service;
(ii) a breach of the applicable data protection regulations as well as the risk or suspicion of a risk to compliance with data protection or data security that occurs in the course of the provision of the contractually agreed service;
(iii) a risk or the suspicion of a risk to the service provided by LIGADIGITAL, e.g. due to loss of access data or hacker attack.

‍5.4.1. ‍The Customer is responsible for ensuring that the Internet connection has sufficient bandwidth and latency.

‍5.4.2. ‍The Customer is obliged to ensure the technical requirements for the installation, operation, maintenance, updates and fault support etc. of GreenGen Calculator itself permanently and at its own expense. For optimal use of GreenGen’s offers and functions, the customer shall use the latest version of Google Chrome or Mozilla Firefox browsers. In addition, the use of cookies must be permitted in the settings of the browser used. If the customer does not fulfil these technical requirements, the usability of GreenGen’s services may be restricted under certain circumstances. LIGADIGITAL is not responsible for these restrictions.

‍5.4.3. ‍The Customer is responsible for taking state-of-the-art IT security measures within its own organisation and for its employees that are necessary for compliance with the statutory data protection requirements. This includes, but is not limited to, the installation and regular updating of common antivirus software on the laptops, computers or other mobile devices of the Customer’s employees, ensuring the assignment and regular updating of secure passwords in accordance with the BSI IT Grundschutz or other equivalent, recognised security standards for the GreenGen account as well as for the laptops, computers or other mobile devices of GreenGen employees/users or the use of corresponding mechanisms such as 2-factor authentication, automatic inactivity blocking, firewall, etc.

‍5.4.4. ‍The Customer is further obliged to ensure the confidentiality of the identification and authentication data assigned to its users, which also means, for example, the organisational and, if applicable, technical prohibition of the disclosure of passwords and the prohibition of the use of so-called “shared accounts”. The ban on the use of “shared accounts” refers to the GreenGen account.

‍5.4.5. ‍In addition, the Customer must ensure the security of the Internet connection used, i.e. in particular the use of company-owned rather than public virtual private networks (VPN) and ensuring the use of VPN connections in public networks.

‍5.5. ‍The Customer is responsible for the technical setup and administration of the account. This applies regardless of whether LIGADIGITAL supports the Customer in setting up the account in any form whatsoever. This includes in particular:
(i) the technical setup of the account, in particular migration of data, configuration of processes and products;
(ii) the technical connection of interfaces on the Customer’s side in accordance with the specification for incoming and outgoing data;
(iii) the administration of the account, in particular the creation of users and roles and the assignment of access to the account.‍5.6. ‍The Customer is obliged to inform LIGADIGITAL immediately in text form of any service disruptions that occur (defects in the services, lack of availability) and to provide comprehensible information on any service disruptions that occur. The Customer shall support LIGADIGITAL to a reasonable extent in identifying and rectifying errors in the event of service disruptions. LIGADIGITAL shall be entitled to show the Customer temporary workarounds and to eliminate the actual cause later by adapting the GreenGen software, provided this is reasonable for the Customer.

6. Contractual use

6.1. ‍LIGADIGITAL grants the Customer a simple, non-exclusive, non-sublicensable and non-transferable right to use the booked software, limited in time to the term of the contract.

‍6.2. ‍The Customer undertakes to use the software exclusively in accordance with the contract and not to make it available to third parties for use.

7. Prices, payment methods and terms of payment

‍7.1. ‍The prices quoted at the time of the order shall apply, as shown on the respective individual offers. The prices quoted there are annual net prices in euros and do not include statutory VAT at the applicable statutory rate, if applicable. The amount of the annual fee for the use of the software depends on the selected package size, i.e. the maximum projects to be calculated by the customer.

‍7.2. ‍The billing period begins when the contract is signed and ends after one year. An invoice for the desired package price will be sent to the customer in electronic form by e-mail after the contract has been concluded. The payment term is 14 (fourteen) days from the invoice date.

‍7.3. ‍In the event of default by the Customer, if no payment has been made even after the expiry of a deadline set for the Customer of one calendar week after the due date, LIGADIGITAL shall be entitled to block the Customer’s access to the software immediately. LIGADIGITAL shall inform the Customer of this blocking in advance, setting a further deadline of one calendar week. In this case, the Customer shall remain obliged to continue to pay the agreed remuneration plus default interest in the amount of nine percentage points above the base interest rate. Any damage to the Customer caused by the blocking for this reason cannot be asserted against LIGADIGITAL. Furthermore, LIGADIGITAL has no right to block access to the software. Furthermore, in the event of default, the statutory provisions of Sections 286, 288 BGB or other relevant statutory provisions shall apply

8. Commencement of the contract, minimum term and cancellation

8.1 The contract shall commence at the agreed time, but no later than the start of service provision by LIGADIGITAL. ‍A minimum term of one year shall apply. After expiry of the minimum term, the contract shall be extended by the extension periods of a further year, unless the Customer cancels with a notice period of 90 (ninety) days before the start of an extension period. LIGADIGITAL shall provide the Customer with a new annual invoice for transfer no later than two weeks before the start of the new renewal period for the renewal of the contracts for the fee-based use of the Software.

‍8.2. ‍LIGADIGITAL has the right to terminate contracts for the fee-based use of the Software with a notice period of three months to the end of the respective billing period.

‍8.3. ‍The right of both parties to terminate the contract for good cause remains unaffected.

‍8.4. ‍The cancellation must be made in text form. The customer’s account will be blocked when the cancellation takes effect.

9.  Limitation of liability

9.1. ‍Liability: LIGADIGITAL shall be liable in accordance with the statutory provisions for damages resulting from injury to life, body or health, as well as for other damages based on an intentional or grossly negligent breach of duty and fraudulent intent. In addition, LIGADIGITAL shall be liable for contracts for the use of the Software for a fee in accordance with the statutory provisions for damages that are covered by liability under mandatory statutory provisions, such as in the case of the assumption of guarantees, fraudulent concealment of a defect or under the Product Liability Act. Guarantees by LIGADIGITAL shall only be given in writing and, in case of doubt, shall only be interpreted as such if they are labelled as a “guarantee”.

‍9.2. ‍Limitation of liability: In the event of slight negligence, LIGADIGITAL shall only be liable for damages caused by LIGADIGITAL and attributable to such material breaches of duty that jeopardise the achievement of the purpose of this contract, or to the breach of obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer may rely (so-called cardinal breaches of duty). In these cases, LIGADIGITAL’s liability shall be limited to the foreseeable damage typical of the contract. Liability for the slightly negligent breach of obligations that are not cardinal obligations (see clause 9.2. sentence 1) is excluded, unless LIGADIGITAL is mandatorily liable by law (see clause 9.1. sentence 2).

9.3. ‍Claims against third parties: The limitations of liability in Clauses 9.1. to 9.5. shall also apply to claims against directors, officers, employees, other vicarious agents or subcontractors of LIGADIGITAL.

10. Data protection and confidentiality

10.1. ‍LIGADIGITAL shall collect and use the Client’s personal data only within the scope of the applicable statutory provisions. The contracting parties shall conclude an agreement on this to the extent required by the applicable provisions.

‍10.2. ‍Neither contracting party is authorised to disclose confidential information of the other contracting party to third parties without express consent (at least in text form). This applies to customers with contracts for both free and fee-based use. All information, whether in writing or transmitted verbally, which (i) is considered confidential or confidential by nature or (ii) which the contractual partner to whom the information is transmitted must already recognise as confidential or confidential due to the external circumstances of the transmission. Confidential information includes, in particular, product descriptions and specifications, prices and special conditions as well as software malfunctions. Both contracting parties undertake to use confidential information only for contractually agreed purposes. Both contracting parties shall take at least the same precautionary measures that they take with regard to their own confidential information. Such precautions must be at least adequate to prevent disclosure or access by unauthorised third parties. Both contracting parties are also obliged to prevent the unauthorised disclosure or use of confidential information by their customers, employees, subcontractors or legal representatives or third parties. The contracting parties shall inform each other in writing if confidential information is misused. Excluded from the above obligation is such information that (i) was already known to the other contractual partner before transmission and without an existing confidentiality agreement, (ii) is transmitted by a third party who is not subject to a comparable confidentiality agreement, (iii) is otherwise publicly known, (iv) was developed independently and without using the confidential information, (v) has been approved in writing for publication or (vi) must be transmitted due to a court or official order, provided that the contractual partner affected by the transmission is informed in good time in order to be able to initiate legal defence measures. The obligation of confidentiality shall also apply beyond the term of the contract until twelve months after the effective termination date of the contract.

11. Reservations of change

‍1‍11.1. ‍LIGADIGITAL has the right to amend these General Terms and Conditions at any time, e.g. to add provisions for the use of any newly introduced, additional services or functions of the software. The changes and additions to the General Terms and Conditions will be announced to the Customer by e-mail to the e-mail address provided by the Customer at least four weeks before the planned entry into force. The Customer shall be deemed to have consented to the amendment of the General Terms and Conditions if the Customer does not object to the amendment in text form (e.g. letter, fax, e-mail) within a period of 14 (fourteen) days, beginning on the day following the notification of the amendment. LIGADIGITAL undertakes to point out the possibility of objection, the deadline for objection, the text form requirement and the significance or consequences of failure to object separately in the notification of change.

‍11.2. ‍LIGADIGITAL reserves the right to change the software or to offer deviating functionalities, unless changes and deviations are objectively unreasonable for the Customer. If the provision of a modified version of the software or a change in functionalities of the software is accompanied by a significant change in the Customer’s work processes supported by the software and/or restrictions in the usability of previously generated data, LIGADIGITAL shall notify the Customer of this in text form at least four weeks before such a change takes effect. If the Customer does not object to the change in text form within a period of 14 (fourteen) days from receipt of the notification of change, the change shall become part of the contract. LIGADIGITAL shall draw the Customer’s attention to the aforementioned deadline and the legal consequences of its expiry in the event of failure to exercise the option to object whenever changes are announced.

‍11.3. ‍LIGADIGITAL also reserves the right to change the software or offer different functionalities,

(i) to the extent necessary to ensure that the services offered by LIGADIGITAL comply with the law applicable to these services, in particular if the legal situation changes;
(ii) insofar as LIGADIGITAL thereby complies with a court or authority decision addressed to LIGADIGITAL;
(iii) insofar as this is necessary to eliminate security gaps in the software; or
(iv) insofar as this is predominantly advantageous for the Customer.

‍11.4. ‍LIGADIGITAL is entitled to adjust the prices for the chargeable contractual services annually to an appropriate amount to compensate for personnel and other cost increases. LIGADIGITAL shall notify the Customer in text form of these price adjustments and the effective date of the price adjustment. The price adjustments shall not apply to periods for which the Customer has already made payments. A change in the price resulting from a change in the scope of features or number of employees/users to be managed shall not be deemed a price adjustment within the meaning of this clause 11.4.

‍11.5. ‍If the Customer objects to a change within the meaning of this Section 11 in due form and time, the contractual relationship shall be continued under the previous conditions. In this case, LIGADIGITAL reserves the right to terminate the contractual relationship extraordinarily with a notice period of one month.

‍11.6. ‍Amendments to these General Terms and Conditions must be made in writing. This also applies to the cancellation of the text form itself.

12. Final provisions

12.1. ‍If individual provisions of the General Terms and Conditions have not become part of the contract in whole or in part or are invalid, the remainder of the contract shall remain valid. Insofar as the provisions have not become part of the contract or are invalid, the content of the contract shall be governed by the statutory provisions.

‍12.2. ‍The contractual relationship between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany, with the express exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between LIGADIGITAL and the Customer is, as far as legally permissible, the registered office of LIGADIGITAL.

‍12.3. ‍The languages in which these GTC are available on the LIGADIGITAL website shall be available to the Customer for the conclusion of the contract. For Customers from the DACH region – Germany, Austria, Switzerland – the German version valid at the time of conclusion of the contract shall be decisive for the conclusion of the contract..