TERMS & CONDITIONS
Interact ESG GmbH, Luckenwalderstr. 6b 10963 Berlin, Germany (“Interact” or “we/us/our”) provides an online platform and its underlying software for the processing and publication of ESG data that is accessible under https://esghub.digital/ (“esghub” or the “Platform”). Interact wants to make the Platform available to the customer (“Customer”; Interact and the Customer: the “Parties”) on a Software-as-a-Service-basis. The Customer wants to use the Platform and agrees to the General Terms described herein.
These General Terms (“the Terms”) guide the legal relationship between Interact and the Customer registering for an Account (“the Agreement”) and apply to all (especially legal binding) actions of the Customer and Interact on or in connection with the Platform, including the registration of an Account (the “Account”) on the Platform.
1. Purpose and Scope, Granting of rights
1.1 Interact agrees to provide the Platform and its functions as Software as a Service (“SaaS”) to the Customer.
1.2 Interact grants Customer the non-exclusive, non-transferable, worldwide right to access and use the Platform for his own purposes for the duration of this Agreement, which is hosted by Interact, via the internet or any other data connection as an SaaS-Service for Customer’s internal business purposes as described in the Preamble subject to the terms and conditions of this Agreement. A perpetual license to use the Platform is explicitly not granted.
1.3 Interact does not offer its services to consumers within the meaning of section 13 of the German Civil Code.
2 Conclusion of the Agreement and Registering an Account
2.1 In order to use the Platform, the Customer has to open an account on the Platform.
2.2 To open an account, the Customer can get in contact with Interact in order to conclude the Agreement via individual communication. If a contract is concluded, Interact will create the required number of accounts for the Customer.
2.3 The Customer shall keep the Account information, and especially the password, confidential and not disclose it to any third party. Any abuse or suspected abuse shall be reported to Interact immediately.
2.4 The Customer can access these terms anytime on the Platform in the most recent version. The Agreement is concluded in English and the Terms are available in English exclusively.
3 Access to the Platform
3.1 Subject to this Agreement, Interact will make the Platform available to Customer during the term of this Agreement through the internet. Interact will provide Customer with access to the latest version of the Platform via the internet using a web browser. The Platform shall be made available at the router output of the service center where the Platform is hosted (handover point).
3.2 The Platform is hosted on third party-servers. Interact will take measures to ensure a high availability of its servers. However, Interact will not be liable for any damages resulting from server downtime which is necessary to maintain the functionality of the Platform or to install upgrades or updates or for any downtime caused by the server operator. In such cases, Interact will inform the Customer as early as possible of any possible inconveniences.
3.3 Restrictions or impairments to the access to the Platform may result from circumstances not under the control of Interact. This may include actions of third parties not acting on behalf of Interact, technical conditions of the internet not controlled by Interact and force majeure. Also, the hard- and software used by Customer may influence the performance of the Platform. Insofar as such circumstances may influence the availability and functionality of the Platform, Interact’s performance is considered as compliant with this Agreement nevertheless.
3.4 Customer shall notify Interact immediately of any malfunction or other impairments of the functionality of the Platform as precisely as possible. Otherwise, section 536c of the German Civil Code shall apply.
4 Functions of the Platform
4.1 The Platform enables Customer to share and publish ESG Data (the “Data”) in a predefined structures based on market-standard frameworks.
4.2 The platform provides the Customer with the necessary functions to upload the Data. Interact will then enable Customers to structure the data and provide functionality to publish the resulting ESG report.
4.3 Interact provides Customer with a function on the Platform to share their individual ESG reporting with interested parties and publish the ESG data by making it publicly available on the internet. Before sharing or publishing the ESG reporting, it is Companies’ sole responsibility to verify that the Data is correct and complete.
5 Usage Rights for Uploaded Data
Customer hereby grants to Interact the right to use all content and Data provided by Customer in connection with the use of the Platform as necessary solely for the purpose of providing the services as described in this Agreement to Customer and to allow others to do so in connection with the Platform, pursuant to this Agreement. Customer assures that it is entitled to do so.
6.1 The Customer shall pay a fee for each contractual term as agreed upon individually between the Parties.
6.2 The payment is due within 30 days after the conclusion of contract or the beginning of a new contractual term respectively.
7 Term and Termination
7.1 The term of this Agreement commences with the conclusion of the contract and shall have the term agreed upon individually by the Parties. At the end of each term the Agreement will renew automatically for another term.
7.2 The Parties may terminate the contract with a notice of 3 months to the end of the contractual term by sending a termination notice at least in written form (email to suffice).
7.3 The right of both parties to terminate this Agreement for good cause shall remain unaffected.
Statutory law shall apply with regard to warranty. Sections 536b, 536c of the German Civil Code shall apply. The application of section 536a (2) of the German Civil Code is excluded, as well as the application of section 536a (1), as far as this provision provides for strict liability.
9.1 Interact shall be liable according to applicable statutory provisions for damages (i) that result from a breach of its contractual obligations by Interact, its legal representatives, or its agents with gross negligence or malicious intent, (ii) that occur as a result of the lack of a warranted quality, (iii) that are a result of a culpable injury to life, limb or health, and/or (iv) that are subject to product liability under the German Product Liability Act.
9.2 In cases of ordinary or minor negligence, Interact shall only be liable for damages that result from a breach of essential contractual obligations. Such limitation of liability shall not apply where the damages result from culpable injuries to life, limb or health or as a result of a lack of a warranted quality. “Essential contractual obligations” shall be such obligations which make the execution of the contract possible and where a contractual party can trust in compliance with such obligations by the other party and that, if breached, endanger the fulfilment of the aim and purpose of the contract.
9.3 Interact’s liability shall furthermore be limited to damages that are typically foreseeable in the context of an agreement such this Agreement. This limitation does also apply in case of a breach of an essential contractual obligation.
9.4 Interact shall not be liable for indirect, consequential or special damages.
9.5 Any liability other or beyond the liability provided for in this section 9 shall be excluded.
9.6 Customer shall be responsible for regular data backups. If Customer suffers damages that result from the loss of data, Interact shall only be liable for such damages insofar as the damages could not have been avoided by carrying out data backups of all relevant data in regular intervals according to industry best practice, even if a harmful event has occurred.
9.7 All contractual and other claims against Interact for damages or wasted anticipatory expenditure shall be subject to a limitation period of one year. This does not apply to claims resulting from Interact’s liability for intent or gross negligence, liability for personal injury, or liability under the German Product Liability Act. Section 199 (1) of the German Civil Code shall apply. Notwithstanding the foregoing provisions in this section, the time bar comes into effect not later than five years after the claim arises.
Customer agrees to indemnify, defend and hold Interact, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) suffered or incurred by such indemnified parties resulting from or arising out of any actual or alleged breach of the Customer’s obligations, warranties and guarantees under these Terms or violation of any third party’s rights, provided that the breach or violation in question was or would have been a culpable breach or violation. Interact shall inform the Customer without delay of any such Claim, and will provide the Customer with any reasonably available information on the Claim to facilitate the Customer’s cooperation in defending against the Claim. The Customer shall cooperate as fully as reasonably required in the defense of any Claim. Interact reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the Customer.
11 Data Protection
12.1 The sole place of jurisdiction for all differences arising out of or in connection with this Agreement shall be Berlin, Germany if the Customer is a merchant pursuant to the German Commercial Code (Handelsgesetzbuch), a legal entity of public law or a public special fund. Additionally, this shall be the case if the Customer’s place of residence or usual place of residence is unknown at the time of making the complaint is filed or it is moved out of the scope of the German Code of Civil Procedure after the Agreement is concluded. Statutory provisions regarding exclusive jurisdiction shall remain unaffected.
12.2 This Agreement shall be governed and construed in accordance with the laws of the Federal Republic of Germany under exclusion of German International Private Law and the UN Convention on the International Sale of Movable Goods.
12.3 If any provision of this Agreement is entirely or partly invalid or unenforceable, this shall not affect the validity and enforceability of any other provision of this Agreement. The invalid or unenforceable provision shall be regarded as replaced by such valid and enforceable provision that as closely as possible reflects the economic purpose that both parties hereto had pursued with the invalid or unenforceable provision.
Berlin, October 2022