TERMS OF USE RECITALS
PRELIMINARY PROVISIONS
1.1 These general terms and conditions (the “General Terms and Conditions”) apply to the Services provided by Climate Standard S.r.l., with registered office in Via Ciabattini, 7, 55049, Viareggio (LU), Italy, Tax Code and VAT No. 02649090467, in the person of its pro tempore legal representative (“Climate Standard” or the “Company”), through the website available at app.2050footprint.com (the “Platform”).
1.2 The Platform is intended exclusively for the benefit of clients who register on the Platform according to the procedure described below and who act in the exercise of their entrepreneurial, commercial, artisan or professional activity, or on behalf of legal entities or collective bodies (the “Clients”). Use of the Platform by consumers pursuant to Article 3 of Legislative Decree 206/2005 (“Consumer Code”) is not permitted.
1.3 In order to use the Platform, the Client is required to unconditionally accept to be bound by the terms set out in these General Terms and Conditions, as well as by the conditions indicated in the Privacy Policy (Privacy Policy) and in the Cookie Policy (Cookie Policy).
1.4 Access to the Platform, use of the Services and/or use of all contents and information that may be made available from time to time by Climate Standard through or in connection with the Platform require compliance with the terms of these General Terms and Conditions, as well as any further addendum, contractual supplement, communication or notice that may be required, transmitted or made available by Climate Standard at its discretion.
1.5 These General Terms and Conditions are structured as follows: (i) this Section A contains certain general provisions concerning these General Terms and Conditions and the Services provided by Climate Standard; (ii) Section B governs the aspects relating to the use of the Platform; (iii) Section C sets out the conditions applicable to the Services; (iv) Section D contains certain final provisions concerning the contractual relationship between the Company and the Client.
SECTION A – GENERAL PROVISIONS
DEFINITIONS AND INTERPRETATION
2.1 For the purposes of these General Terms and Conditions, the capitalised terms used herein shall have the meanings ascribed to them in the definitions set out below:
“Account” means the account activated by the Client on the Platform in accordance with the terms of these General Terms and Conditions;
“Force Majeure Events” has the meaning given in Article 20.4;
“Clients” means the clients who complete the registration process on the Platform governed by these General Terms and Conditions, as defined in Article 1.1;
“Climate Standard” or the “Company” means Climate Standard S.r.l., as defined in Article 1.1;
“Consumer Code” means Legislative Decree 206/2005;
“General Terms and Conditions” means these general terms and conditions of contract, as defined in Article 1.1;
“Cookie Policy” means the Company’s cookie policy made available on the Platform;
“Credentials” means the credentials (username, password and any additional authentication factors that may be required for accessing the Services) that each User is required to use in order to access the Platform and use the related Services, as indicated from time to time on the Platform itself;
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
“Applicable Law” means all provisions of laws, codes, decrees, regulations, circulars having binding effect, and any measure or judgment of an Authority having similar effect;
“Platform” means the platform made available by the Company, in accordance with the definition in Article 1.1;
“Privacy Policy” means the Company’s privacy policy made available on the Platform;
“Third-Party Providers” means third parties with respect to Climate Standard that offer professional services for the calculation of carbon footprint and with whom the Client may get in contact through the Platform;
“CF Report” means the indicative report relating to the estimated CO₂eq emissions, generated on the basis of the data and information independently provided by the Client through the Platform;
“Matchmaking Service” has the meaning given in Article 6.1;
“Service” or “Services” means the services provided by the Company through the Platform, as further described in Section C.
2.2 Terms defined in the singular shall have the same meaning when used in the plural and vice versa. Terms defined in one gender shall have the same meaning when used in another gender. References to any agreement, document or deed shall be deemed to include the related annexes and any subsequent amending, supplementing, novating or replacing deed thereof. References to any legal entity shall be deemed to include its successors or permitted assigns, whether universal or particular, provided that such succession is permitted under these General Terms and Conditions. References to any statutory or regulatory provision shall be construed as references to such provision as from time to time amended, supplemented, replaced or modified, in whole or in part, in the version from time to time in force, and shall include any communication, regulation, circular or implementing provision adopted pursuant thereto.
SECTION B – GENERAL TERMS OF USE OF THE PLATFORM
CLIENT REGISTRATION AND CONCLUSION OF THE CONTRACT
3.1 In order to activate the Services and access the Platform, the Client is required to register on the Platform, as indicated on the Platform itself.
3.2 The Client, in its capacity as legal representative, attorney-in-fact and/or duly authorised representative of a company and/or an entity, declares that it has the necessary powers to bind its organisation by accepting and using the Platform and the related Services.
3.3 During the registration process, the Client undertakes to provide truthful, updated and complete data and assumes direct and indirect responsibility for the correctness of the information entered, including any personal data transmitted on behalf of its company.
ACCESS TO THE PLATFORM
4.1 Once the registration procedure has been completed in accordance with Article 3, the Client may access the Platform managed by the Company through its Account and by using its Credentials.
4.2 The use of the Credentials allows the Client to use the services and functionalities made available by the Company through the Platform. The Client is solely responsible for the safekeeping and use of the Credentials and undertakes to preserve their confidentiality with due care and diligence. Any consequences arising from the improper or unauthorised use of the Credentials shall be borne exclusively by the Client, and the Company shall not assume any liability in this respect, and the Client undertakes to hold Climate Standard harmless and indemnified from any claim, cost, damage, expense, action or other adverse consequence arising from such improper or unauthorised use.
4.3 The methods of use of the Platform are specified from time to time in the documentation and information made available by the Company within the Platform itself, which each Client hereby undertakes to comply with. The Client acknowledges and expressly agrees that the Company may assume that each Client is aware of such documents and information and therefore complies with them when using the Platform. Any use of the Platform that does not comply with the above shall constitute a breach of the obligations assumed by the Client pursuant to these General Terms and Conditions.
4.4 Connection to the Platform and the use of the functionalities and Services connected thereto occur via the internet. The Client must independently procure, at its own care and expense, suitable technological infrastructures (hardware and software) and the IT connections necessary to use such functionalities and services efficiently and without interruption via the internet. The infrastructures and connections required to enable such access must constantly comply with the technical specifications that may be indicated in the instructions provided by the Company, including through the Platform itself, and must in any case comply with the security standards available on the market, in order, inter alia, to ensure the confidentiality of data transmitted and received through the Platform, as well as to prevent the improper or unauthorised use of the Credentials made available by the Company. The Client hereby waives any demand or claim against the Company in the event of interruption or malfunction, total or partial, of the Services and/or functionalities made available by the Company where such interruption or malfunction is attributable to the failure to adopt the IT infrastructures and connections referred to in this Article 4.4, to defects or malfunctions thereof, or to any other cause not attributable to the conduct of the Company, including the failure by the Client to adopt adequate security standards.
4.5 The Client expressly acknowledges and recognises that the Company is not able to control the communications carried out via the internet or other telecommunication services used by the Client to access the Platform, nor can it exclude that such communications may be intercepted or tampered with, including as a result of cyber-attacks by third parties. The Company is therefore exempt from any liability for damages caused by third parties following abuses perpetrated by circumventing the security systems adopted, including any liability arising from the improper or unauthorised use of the Credentials, except in cases of wilful misconduct or gross negligence on the part of the Company.
4.6 The Client declares that it is well aware of the risks associated with the use of the technologies made available by the Company through the Platform and that it possesses adequate knowledge and experience to use the Services and functionalities offered through the Platform.
4.7 Climate Standard will endeavour to ensure continuous access to the Platform and availability of the Service, 24 hours a day, 365 days a year. The Company does not warrant that there will be no interruptions, suspensions, disruptions or malfunctions in the use of the Platform and the related Service, including as a result of computer viruses or bugs, nor that such interruptions, suspensions, disruptions or malfunctions will be remedied promptly. Moreover, access to the Platform may occasionally be suspended or limited to allow for repair, maintenance or the introduction of new activities or services. Climate Standard will try to limit the frequency and duration of such suspensions and limitations. In such cases, the Company shall in no event be held liable for any direct or indirect damage or loss suffered by the Client and/or third parties.
4.8 The Platform is provided on an “as-is” basis, in the versions in force from time to time, without the Company making any representation or warranty, whether implied or express, in this regard and without the Company assuming any undertaking vis-à-vis the Client to develop, integrate or modify its functionalities or features on the basis, inter alia, of any needs that may be expressed by the Client to the Company.
4.9 The Client acknowledges and agrees that circumstances beyond the Company’s control may occur that may cause temporary interruptions or disruptions of the Platform, including, by way of example but not limited to, technical malfunctions, connectivity problems or cyber-attacks. In such cases, the Company shall in no event be held liable for any direct or indirect damage or loss suffered by the Client and/or third parties.
4.10 In the event of use of the Credentials or transmission of any other information – and as part of Climate Standard’s security procedures – the Client is required to treat such information as confidential and not to disclose it to any other person or entity. The Client further acknowledges that its Account is personal and agrees not to provide any other person with access to the Account or to any part of it. The Client undertakes to immediately notify Climate Standard of any unauthorised access to or use of its Account or any other breach of security. Failing this, the Client shall hold the Company harmless and indemnified from any damage, cost, expense, action, claim or other adverse consequence arising from the failure to comply with such notification obligation, and the Company shall be exempt from any liability.
FURTHER OBLIGATIONS OF THE CLIENT IN RELATION TO THE USE OF THE PLATFORM
5.1 The Client is required to provide truthful and accurate information, including personal data, when communicating with the Platform and when registering its Account pursuant to Article 3 above.
5.2 The Client agrees to indemnify, defend and hold harmless Climate Standard and its directors, officers, employees and collaborators from and against any claim, damage, cause of action, action, cost (including reasonable legal fees) and other expenses arising directly or indirectly from: (i) the actual or alleged breach of these General Terms and Conditions; (ii) any dispute relating to any content or other material sent or transmitted to the Platform that may infringe or misappropriate third-party rights, including trademarks, trade secrets or other intellectual property rights; and/or (iii) activities or omissions of the Client in relation to the use of the Platform.
5.3 The Client undertakes, by way of example but not limited to, to:
(a) prevent any other visitor from using the Platform, including, without limitation, by hacking or defacing any part of the Platform;
(b) not use the Platform or the contents therein for unlawful purposes;
(c) not send data or information or otherwise transmit material through the Platform that (i) is protected by copyright, trade secret or otherwise subject to third-party rights or intellectual property rights, including rights of privacy and marketing, unless the Client is the legitimate owner of such rights or has the permission of the legitimate owner to send or transmit such data or information; (ii) is unlawful, fraudulent, abusive, or constitutes or encourages conduct that could be considered a criminal offence, or gives or may give rise to civil liability or violates any law, rule or regulation;
(d) not engage in spamming, flooding, phishing or other activities intended to collect information illegally;
(e) not transmit any software or other material containing malicious code, including, by way of example, viruses, worms, trojans, etc.;
(f) not modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any part of the Platform;
(g) not use the Platform in any way and/or for any purpose that may adversely affect the interests of Climate Standard;
(h) not engage in any other conduct that limits or inhibits any person’s use or enjoyment of the Platform or that may damage Climate Standard or its clients and/or expose them to liability, or that is otherwise not in line with the purposes for which the Platform is made available.
SECTION C – SERVICES PROVIDED BY CLIMATE STANDARD THROUGH THE PLATFORM
DESCRIPTION OF THE SERVICES PROVIDED BY CLIMATE STANDARD
6.1 The Company undertakes to provide the following services through the Platform (jointly, the “Services” and each a “Service”): (i) a facilitation service for obtaining quotations from third parties (“Matchmaking Service”); (ii) a carbon footprint report generation service (“CF Report”).
MATCHMAKING SERVICE
7.1 Climate Standard offers Clients a facilitation service (the “Matchmaking Service”) aimed at putting them in contact with third-party providers (“Third-Party Providers”) that provide professional services of carbon management, ESG reporting, ESG certification or similar services. In particular, the Client may complete an information request on the Platform and receive one or more commercial proposals from the Third-Party Providers, in order to assess possible solutions directly with such parties.
7.2 Climate Standard does not receive any fee from the Client for putting the Client in contact with the Third-Party Providers. The Company merely acts as an information facilitator, without taking part in any contractual relationship that may be established between the Client and the Third-Party Providers, and without assuming any liability in connection therewith.
7.3 The Client may not raise any complaint, claim or action (including, by way of example but not limited to, any claim for damages) in the event of errors or other issues in the provision of the Service under Article 7, except in cases of wilful misconduct or gross negligence on the part of the Company.
CF REPORT GENERATION SERVICE
8.1 The Client may use the Platform free of charge to autonomously upload data and information required for generating a CF Report that is indicative of its emissions. The Service entails (i) the uploading of data and information via the Platform, (ii) the automatic or semi-automatic processing of the uploaded data, and (iii) the production of an indicative report based on standardised methodologies.
8.2 The Service relating to the CF Report is provided free of charge. Climate Standard does not guarantee the correctness, completeness or adequacy of the data provided by the Client, nor does it assume any liability for any errors or inaccuracies in the results generated on the basis of such data.
8.3 The CF Report is for information purposes only and does not constitute in any way a certification document or an official document.
FREE NATURE OF THE SERVICES
9.1 The Services provided by Climate Standard through the Platform are offered free of charge.
9.2 Climate Standard reserves the right, in the future, to introduce fees for certain services, subject to specific notice and acceptance by the Client.
SECTION D – FINAL PROVISIONS
SUSPENSION OR LIMITATION OF THE SERVICES
10.1 Without prejudice in any case to the specific provisions of these General Terms and Conditions regarding the interruption and suspension of the Services, the Platform, the Account and the Credentials, the Company reserves the right to suspend or limit, temporarily or permanently, at any time the use of the Service and/or the Platform, the related functionalities and/or the Credentials made available to individual Clients, at any time, for any reason and without any obligation to provide reasons or prior notice to the Client.
10.2 The right referred to in Article 10.1 may be exercised, by way of example but not limited to, in the event of suspected fraud or improper use, a reason related to the security and proper functioning of the IT systems used by the Company, as well as in cases where the Company has reason to believe that the Client is not complying with the conditions and obligations set forth in these General Terms and Conditions for the use of the Services and/or the Platform.
10.3 The Client hereby waives any objection or claim, including claims for damages, in relation to the decisions taken by the Company pursuant to this Article 10.
REPRESENTATIONS AND WARRANTIES. FURTHER OBLIGATIONS AND LIABILITIES OF THE CLIENT
11.1 The Client represents and warrants to the Company that:
(a) it is aware of the characteristics of the Platform;
(b) it accepts all risks associated with the use of the Platform;
(c) the execution of these General Terms and Conditions does not conflict with any provision of Applicable Law relating to the Client;
(d) it has all powers required to enter into these General Terms and Conditions;
(e) it has complied with all requirements under Applicable Law and/or its by-laws, where applicable, for the purpose of entering into these General Terms and Conditions.
LIMITATIONS OF LIABILITY. INDEMNITY CLAUSE
12.1 Except in cases of wilful misconduct or gross negligence, the Company shall in no event be liable for any damage, whether direct or indirect, suffered by the Client in connection with the services rendered under this Agreement, including, by way of example but not limited to, any total or partial loss of business opportunities, loss or reduction of turnover or profits, failure to conclude or loss of contracts, customers or goodwill, damage to image and business reputation, etc.
12.2 Without prejudice to the provisions of Article 12.1 above and the other provisions of these General Terms and Conditions, the Client hereby waives any complaint or claim, including claims for damages, against the Company and exempts the Company from any liability for losses, damages or expenses of any kind, and shall hold it harmless and indemnified from any damage, expense, cost, loss, action, claim or other adverse consequence, in relation to:
(a) errors, fraud or negligent conduct attributable, directly or indirectly, to the Client or to third parties other than the Company; or
(b) any unauthorised use of the Platform attributable, directly or indirectly, to acts or omissions of the Client or of third parties other than the Company.
12.3 The Client undertakes to hold the Company harmless and indemnified from any damage, cost, expense, claim, action or other adverse consequence arising from the failure to comply with the provisions of these General Terms and Conditions, except where such failure by the Client is attributable to wilful misconduct or gross negligence on the part of the Company.
12.4 The Parties shall in no event be liable for any conduct undertaken in order to comply with the statutory and regulatory provisions in force from time to time, orders or measures of the authorities, as well as in cases of fortuitous event or force majeure.
PERSONAL DATA PROTECTION
13.1 Climate Standard undertakes to comply with all obligations set out in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter “GDPR”), as well as with national legislation on data protection and the provisions of the Italian Data Protection Authority.
13.2 Climate Standard will process personal data in accordance with the provisions of the Privacy Policy https://www.notion.so/Privacy-Policy-2b555c038fa48051b038e0fba64a83dc?source=copy_link
INDUSTRIAL PROPERTY RIGHTS
14.1 The software, contents, features and functionalities (including, by way of example but not limited to, all information, text, displays, images, video and audio, design, selection and arrangement thereof) of the Platform, such as text, graphics, logos, button icons, images, audio clips and video clips, are owned by or licensed to Climate Standard and may be protected by copyright, trademark, patent, trade secret and other intellectual or proprietary rights laws.
14.2 The Client acknowledges the exclusive ownership of Climate Standard of all industrial and intellectual property rights relating to the Service, the software, the Platform, the know-how, the trademarks and distinctive signs made available to the Client in the context of and for the purposes of this Agreement, and does not acquire any exclusive right or economic right over them or over any other element made available by Climate Standard for the duration of the Agreement.
14.3 The use of the Platform is granted to the Client on a non-exclusive, non-transferable basis and is limited to the purposes set forth in the Agreement.
14.4 The Client is not allowed to modify, reverse engineer, reproduce, republish, download or copy, in whole or in part, any elements of the Platform and the Service. The Client may not use the Platform and the Services to develop and market, directly or indirectly, similar products, nor may it provide support for the development and marketing of similar products and/or services.
14.5 No right, title or interest in or to the Platform or any content on the Platform is transferred to the Client, and all rights not expressly granted are reserved to Climate Standard. Any use of the Platform not expressly permitted by these General Terms and Conditions constitutes a breach thereof and may also violate copyright, industrial property rights and other rights of Climate Standard or its licensors.
14.6 The compilation (that is, the collection, arrangement and assembly) of all content on the Platform is the exclusive property of Climate Standard and is protected by applicable copyright laws.
14.7 The name, trade names, logos, service marks, trademarks and trade dress on the Platform, content and products are registered and unregistered trademarks of Climate Standard.
CONFIDENTIALITY OBLIGATIONS