General Terms and Conditions

1. Definitions

1.1. In these general terms and conditions (“General Terms and Conditions”):

1.1.a. “Affiliate” means, in relation to a party, (us or you), a company or other entity which (a) is controlled, directly or indirectly, by such party, (b) controls, directly or indirectly, such party or (c) is under common control with such party, where the expressions “is controlled”, “controls” and “is under common control with” shall be interpreted as referring to control of more than 50% of the voting power by virtue of ownership.

1.1.b. “Customer Data” means any data, content, information and other materials that Customer or its Invited Users submit to the Service or receives as output from the Service.

1.1.c. “Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Service, as we may make available to you from time to time, whether in a written or electronic form.

1.1.d. “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Service, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Service to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Service.

1.1.e. “Invited User” means users authorized by Customer to access and use the Service on behalf of Customer (Invited Users may be also be employees or consultants of Affiliates, if you have purchased and Enterprise subscription).

1.1.f. “Service Fees” means the fee specified of the Service upon your Purchase Order to be paid by Customer.

1.2. Other capitalized terms and expressions in these General Terms and Conditions, which are not defined in Section 1 shall have the same meaning as elsewhere in the Service Terms, including any of its annexes, or otherwise defined in these General Terms and Conditions.

2. Terms

2.1. The Service Terms, (including these General Terms and Conditions and the other annexes), and any terms and conditions in the Documentation and/or referenced to herein, together form a binding agreement between you as a Customer and us.

2.2. The Service Terms become effective when you accept the Service Terms, and/or when you use or gain access to our Service. Anyone accepting in the name of and on behalf of a Customer, represents and warrants that (i) it has full legal authority to bind the Customer; (ii) it has read and understood the Service Terms; (iii) it accepts, on behalf of the Customer, all the terms and conditions of the Service Terms entered into by Customer by using the Customer’s user account, and (iv) that the Customer is a legal entity.

2.3. The Customer also represents and warrants that the Customer is the legal entity it is representing itself to be when entering into the Service Terms, that it has validly entered into the Service Terms and has the legal power to do so.

3. The Service and IT security

3.1. The Service will be provided by us in accordance with these Service Terms and the technical specification set out in Annex 2.

3.2. When providing the Service, we will adhere to the IT security requirements set out in Annex 3.

4. Payment for the Service

4.1. Unless otherwise agreed (e.g. if you have pre-paid for Services on our website) we will invoice the Service Fee for each of our Services monthly. Payment shall be made within thirty (30) days from the invoice date. Payment obligations are non-cancellable and we do not refund any paid Service Fees.

4.2. If we are obligated to collect or pay any and all taxes, withholdings, reporting obligations, etc. for your purchase of the Services, you will be charged for such taxes by us. You shall pay the Service Fee without any reduction for such taxes.

4.3. If you do not timely pay the agreed Service Fees in full, we may charge late payment costs in each case and interest on the overdue amount at the rate according to applicable law. We reserve the right to claim further damages in relation to such default delay.

4.4. The prices in these Service Terms do not include value added tax (VAT).

4.5. We are entitled to adjust the Service Fees on a yearly basis. We will inform you about any adjustment of our Service Fees at least thirty (30) days in advance.

5. Customer’s obligations

5.1. License. Subject to the restrictions in Section 5.2, you are granted a non-exclusive, non-transferable (however subject to Section 15.8 of these General Terms and Conditions), limited license to access and use the Service (and any Documentation that we may provide in connection therewith) as necessary to use the Service for your own internal business purposes, during the term of the Service Terms. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Service to any third party. You may however make the Service available to your Invited Users, subject to the Service Terms.

5.2. Your license to the Service is subject to compliance with the Service Terms. Further, you will not;

5.2.a. access or use of the Service in violation of any law or regulation;

5.2.b. access or use of the Service in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Service, (ii) poses a security vulnerability to Invited Users, or (iii) tests the vulnerability of our systems or networks;

5.2.c. access or use of the Service in order to replicate or compete with the Service, or parts thereof;

5.2.d. remove or modify any proprietary markings or restrictive legends placed on the Documentation and/or the Service;

5.2.e. introduce, post, or upload any Harmful Code to the Service;

5.2.f. attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Service;

5.2.g. attempt to use the Service in a manner that exceeds rate limits, or constitutes excessive or abusive usage; or,

5.2.h. use the Services outside of the countries agreed in the Purchase Order, without receiving our prior written approval.

5.3. Other Service. The Service may enable you to (i) link to, (ii) transfer content, Customer Data or third-party content to, or (iii) otherwise access, third parties’ websites, platforms, data, content, products, services, networks and information (“Other Service”). We do not control and are not in any way liable for such Other Service.

5.4. You are solely liable for complying with the terms of access and use of any Other Service, and if we or a sub-contractor of us access or use any Other Service on your behalf to facilitate the performance of the Service, you are solely liable for ensuring that such access and use, including through passwords, credentials or otherwise made available to you, are authorized by the terms of access and use for such Other Service.

5.5. If you transfer or cause the transfer of Customer Data or any third-party content from the Service to another location, that transfer constitutes a distribution by you and not by us.

5.6. Warranties. Customer represents and warrants that you are not (i) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties, or (ii) a citizen, resident, or entity organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by EU. Finally, you represent that your access and use of the Service will fully comply with all applicable laws and regulations, and that you will not access or use the Service to conduct, promote, or otherwise facilitate any illegal activity.

5.7. Invited Users. When offering access to the Service to Invited Users, you must make sure that Invited Users adhere to the obligations set out in this Agreement. Invited Users may only use the Service on a Customer’s behalf. You represent and warrant that you are responsible for the conduct of your Invited Users and their compliance with the terms and conditions of the Service Terms.

5.8. If we become aware of that Customer’s or any Invited User’s use of the Service violates the Service Terms, we will notify Customer and request that Customer corrects the violation. If Customer fails to correct the violation within ten (10) days of our request, we may then suspend all or part of Customer’s use of the Service, until the violation is corrected.

5.9. Notwithstanding Section 5.8 above, we may immediately suspend all or part of your use of the Service, if;

5.9.a. we reasonably believe Customer’s or any Invited User’s use of the Service could adversely impact the Service, other customers’ or the Invited Users’ use of the Service, or the servers used to provide the Service;

5.9.b. there is suspected unauthorized third-party access to the Service;

5.9.c. we are required or requested to do so by a court order, subpoena or governmental authority; or,

5.9.d. we reasonably believe that immediate suspension is required to comply with applicable law.

5.10. We will lift any suspension when the circumstances giving rise to the suspension according to Section 5.8-5.9 have been resolved. At Customer’s request, we will, unless prohibited by applicable law, notify Customer of the basis for the suspension as soon as is reasonably possible.

6. Service availability and support

6.1. We endeavor to make the Service available to you and your Invited Users twenty-four (24) hours a day, seven (7) days a week. Notwithstanding the foregoing and our ongoing efforts, Customer acknowledges that we do not warrant that the Service will be at all times uninterrupted, timely, secure, or error-free, and the Service and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind. We expressly disclaim any and all warranties, whether expressed or implied, including the implied warranties of merchantability, title, fitness for particular purpose, and non-infringement.

6.2. We may perform planned maintenance (notified on our website) and emergency maintenance without prior notice, if required by the circumstances. We will endeavor to limit any downtime of the Services.

6.3. You may submit a support request to us relating to the availability and functionality of the Service twenty-four (24) hours a day, seven (7) days a week through techsupport@greeneffort.com We will endeavor to get back to you and to resolve any issue as soon as possible. Please provide all available details and information regarding the issue you are reporting.

6.4. To ensure that you get the best possible experience when using the Service, we may from time to time and without prior notice provide updates to the Service. We may also at our sole discretion modify, upgrade, discontinue, exchange or substitute any features of the Service, from time to time and without prior notice.

7. Disclaimer

7.1. All emission related data, reports and other outputs generated by and/or accessed through the Service are estimations based on available information sources, and we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability of any emission related data, reports and other outputs generated by and/or accessed through the Service, for any purpose. In no event shall we be liable for any loss or damage including without limitation, direct, indirect or consequential loss or damage, or any sanctions imposed by competent authorities, arising out of, or in connection with, your reliance on the emission related data, reports and other outputs generated by and/or accessed through the Services.

8. Customer Data

8.1. You and your licensors will retain any and all rights to, and continue to control and manage, all of the Customer Data. We and our licensors own and will continue to own all related intellectual property rights regarding the Service.

8.2. Subject to the terms and conditions of the Service Terms, you (for yourself and all of your Invited Users) grant us a worldwide, non-exclusive, perpetual, irrevocable limited license to access, use, transfer, process, host, copy, distribute, perform, export and display the Customer Data, only as necessary; (a) to provide, maintain, develop, update and/or improve the Service or other Green Effort services and products; (b) to prevent or address service, security, support or technical issues; and (c) as required by law. We are allowed to authorize subcontractors to use the Customer Data for the above limited purpose.

8.3. You have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Customer Data, and you are responsible for obtaining all necessary rights and permissions to enable and grant such rights and permissions to us as stated in this Section 8.

9. Data protection

9.1. If Green Effort's provision of the Service involves processing of personal data, as defined in the General Data Protection Regulation (EU) 2016/679 (GDPR), on behalf of the Customer, the Data Processing Agreement in Annex 4 shall apply.

9.2. You shall ensure that any Invited User and/or any other individual authorized by you to access the Service: (i) is aware that personal data relating to them may be gathered, stored, used, shared or otherwise processed by us; and (ii) is referred to or provided with a copy of the privacy notice.

10. Confidentiality

10.1. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Service Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, technology and marketing information. Confidential Information of a Customer includes Customer Data. If something is labelled ‘Confidential’, that’s a clear indicator to the Receiving Party that the material is confidential.

10.2. Notwithstanding Section 10.1. above, Confidential Information does not include information that;

10.2.a. is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party;

10.2.b. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;

10.2.c. is received from a third party without breach of any obligation owed to the Disclosing Party; or

10.2.d. was independently developed by the Receiving Party.

10.3. The Receiving Party will take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Service Terms, and not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service Terms. Nothing in this Section 10 will prevent either party from sharing confidential Information with financial and legal advisors, provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Service Terms.

10.4. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law, provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.

10.5. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

11. Term and termination

11.1. The initial term of the Service Terms is specified in the Purchase Order. At the end of that initial term, or any subsequent term thereof pursuant to a renewal under this Section 11.1, the Service Terms shall be automatically renewed for successive periods of twelve (12) months unless terminated by either of the Parties giving written notice to that effect to the other party not later than three (3) months prior to the expiry of the relevant term.

11.2. For pilots and demos of the Services (as specified in the Purchase Order), the Service Terms shall not be automatically renewed in accordance with Section 11.1 above.

11.3. Either party may terminate the Service Terms upon notice to the other party if the other party materially breaches the Service Terms and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. We may terminate the Service Terms immediately upon notice to you if you have been suspended in accordance with Sections 5.8-5.9.

11.4. The Service Terms might be terminated immediately by us if we are prohibited to provide any of the Service to you by applicable law or in any other way restricted by a competent government within the jurisdiction in which you are using the Service or where we have our registered address.

11.5. Following termination or expiration of the Service Terms, we will have no obligation to maintain or provide Customer Data and may thereafter, unless legally prohibited or technically unfeasible, delete all of your data in our systems or otherwise in our possession or under our control.

12. Limitation of liability

12.1. In no event shall our aggregate liability, arising out of or related to the Service Terms, whether in contract, tort, or otherwise, exceed the higher of (i) the total amounts actually paid by you to us under the Service Terms for the Service during the twelve (12) months immediately preceding the event giving rise to such liability, or (ii) EUR 1000. Notwithstanding the before said, for pilots and demos of the Services (as specified in the Purchase Order), the aggregate liability, arising out of or related to the Service Terms shall always be EUR 1000.

12.2. In no event will neither the Customer nor Green Effort have any liability to the other party or to any Invited Users for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, and whether or not the party has been advised of the possibility of such damages.

13. Indemnification

13.1. We will defend you from and against any and all third-party claims actions, suits, proceedings, and demands alleging that the use of the Service, as permitted under the Service Terms, infringes or misappropriates a third-party’s trademark, copyright or trade secret rights (a “Third-Party Claim”), and will indemnify you for all reasonable attorney’s fees incurred and damages and other costs finally awarded against you in connection with or as a result of, and for amounts paid by you under a settlement we approve of in connection with, a Third-Party Claim provided, however, that we will have no liability if a Third-Party Claim arises from;

13.1.a. Customer Data, third-party content or Other Service; and/or,

13.1.b. any unauthorized modification, combination or development of the Service, that is not performed by us.

13.2. You must provide us with prompt written notice of any Third-Party Claim and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This Section 13.1 states our sole liability with respect to, and your exclusive remedy against us for any Third-Party Claim.

13.3. You will defend us from and against any and all third-party claims, actions, suits, proceedings, and demands arising from or related to your or any of your Invited Users’ violation of the Service Terms, or your violation of any third-party’s trademark, copyright or trade secret rights (a “Third-Party Claim Against Green Effort”), and will indemnify us for all reasonable attorney’s fees incurred and damages and other costs finally awarded against us in connection with or as a result of, and for amounts paid by us under a settlement you approve of in connection with, a Third-Party Claim Against Green Effort. We must provide you with prompt written notice of any Third-Party Claim Against Green Effort and allow you the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting your defense and settlement of such matter.

14. Survival

14.1. The following sections shall survive any termination or expiration of the Service Terms: Section 8 (Customer Data), Section 11 (Term and termination), Section 12 (Limitations of liability), Section 13 (Indemnifications), Section 14 (Survival), as well as Sections 15.5-9 under General provisions (Waiver, Severability, Assignment and Entire agreement) and Section 16 (Governing law and dispute resolution).

15. General provisions

15.1. Publicity. A party shall not be entitled to use the other party’s company name, trademark or logo as a reference for marketing or promotional purposes in public or private communication with existing or potential customers, without such party’s prior written approval.

15.2. Force majeure. If and to the extent that either party’s performance of its obligations under the Service Terms is impeded or made unreasonably onerous by circumstances beyond its reasonable control, including, but not limited to, general labor disputes, war, fire, lightning, flood, pandemics, epidemics, quarantine, virus outbreaks, cyberattacks, acts of terrorism, amendments to regulations issued by governmental authorities, intervention by governmental authorities, such party shall be released from liability in damages for delay in performing or failure to perform such obligations. The party wishing to claim relief by reason of any such circumstance as referred to in this Section 15.2, shall without undue delay notify the other party in writing. If such notice is not provided without undue delay the right to rely on such circumstances is lost. If performance is materially prevented for more than three (3) months as a result of any of such circumstances, the party not affected by force majeure shall be entitled to immediately terminate the Service Terms by notice in writing.

15.3. No partnerships nor third-party beneficiaries. The parties are independent contractors. The Service Terms do not create a partnership, franchise, joint venture, agency or employment relationship between the parties. There are no third-party beneficiaries to the Service Terms.

15.4. Messages. Except as otherwise set forth herein, all notices under the Service Terms will be by email. Notices to us will be sent to legal@greeneffort.com Notices will be deemed to have been duly given;

15.4.a. the day after it is sent, provided that it has not been followed by an out-of-office message, in the case of notices through email; and

15.4.b. the same day, in the case of notices through the Service. The Customer will keep its billing and contact information current at all times by notifying us of any changes.

15.5. Modifications. As the Service evolves, we may change the Service Terms and/or the other terms and conditions of the Service Terms and/or features of the Service. If we intend to make a material change to the Service or the Service Terms, we will provide you with reasonable notice prior to the change taking effect by emailing the email address associated with your account. The materially revised Service Terms will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you (or any Invited User) access or use the Service after the effective date of such revisions, that use will constitute your acceptance of any revised terms and conditions. You can review the most current version of the Service Terms at any time by visiting https://www.greeneffort.com/terms .

15.6. Waiver. No failure or delay by either party in exercising any right under the Service Terms will constitute a waiver of that right. No waiver under the Service Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

15.7. Severability. The Service Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the Service Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Service Terms will remain in effect.

15.8. Assignment. Notwithstanding our possibilities to assign our rights and obligations to any affiliate within the Green Effort group of companies, and our right to at our sole discretion sub-contract the performance of obligations under the Service Terms, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Any purported assignment in violation of this Section is void. A party’s sole remedy for any purported assignment by the other party in breach of this Section 15.8 will be, at the non-assigning party’s election, termination of the Service Terms upon written notice to the assigning party. Subject to the foregoing, the Service Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

15.9. Entire Agreement. The Service Terms constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

16. Governing law and dispute resolution

16.1. The Service Terms (including Section 16.2 of these General Terms and Conditions) and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction.

16.2. Any dispute, controversy or claim arising out of, or in connection with, the Service Terms, or the breach, termination or invalidity thereof, or any non-contractual obligations arising out of or in connection with the Service Terms, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce. The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the institute – taking into account the complexity of the case, the amount in dispute and other circumstances – determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the institute shall also decide whether the arbitral tribunal shall be composed of one or three (3) arbitrators. All arbitrators shall be appointed by the institute. The seat of arbitration shall be Gothenburg, Sweden. The language of the arbitration shall be English (unless otherwise agreed by the disputing parties).

16.3. All arbitral proceedings conducted pursuant to Section 16.2, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third-party without the prior written consent of the party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing parties.