General Terms and Conditions
1. scope of application
1.1. Code Gaia GmbH (hereinafter: Code Gaia) offers web-based sustainability management software (hereinafter: Software) for small and medium-sized companies, in particular for the management of sustainability data, on the website “www.codegaia.io” (hereinafter: Code Gaia). All Code Gaia software services are hosted and operated in AWS data centers in Germany.
1.2. The following General Terms and Conditions (hereinafter referred to as “GTC”) apply to all contracts of use (hereinafter referred to as “Contracts”) concluded between Code Gaia 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 “Code Gaia” platform.
1.3. Deviating general terms and conditions of the customer shall not apply to contracts unless Code Gaia expressly agrees to their application in writing.
2. conclusion of the contract between the customer and Code Gaia during the test period
2.1. The offer provided by Code Gaia to use the web-based software designated and described therein does not constitute a binding offer by Code Gaia.
2.2. The use of the software requires the creation of a customer account (hereinafter: account). To create the account, the required data must be provided and a password must be set. By confirming the creation of the Account, the customer initially submits a binding offer to conclude a contract for the free use of the Software for test purposes. Code Gaia may accept this offer by setting up and granting access to the account or by sending a message to the e-mail address provided containing the access data for the account set up.
2.3. By concluding a contract for free use in accordance with Section 2.2, Code Gaia grants the customer the right to use the Software for 14 days from the date of granting access to the Software or notification of the access data by Code Gaia, exclusively for test purposes with the specified test data (test period). Each customer is only entitled to one test period. However, the test period can be extended upon request to Code Gaia. Whether the test period is extended is at the sole discretion of Code Gaia. At the end of the trial period, the customer’s account will be blocked. There is no automatic conversion to a contract for the paid use of the software.
2.4. After expiry of the trial period in accordance with section 2.3, the customer has the option of concluding a fee-based contract with Code Gaia for the use of the software.
2.5 For the conclusion of a contract for the fee-based use of the Software with annual invoicing, Code Gaia’s Sales Team shall prepare a corresponding offer in written or text form on request, which shall be accepted by the customer by confirmation in text form, written form or, at the latest, by payment of the invoice.
3. benefits when changing versions
3.1. Code Gaia shall provide the customer with access to the version of the Software offered on Code Gaia and selected by the customer as Software-as-a-Service (hereinafter: SaaS) via the Internet for the term of a contract. The functional scope of the software version booked is set out in the description of the Code Gaia offer prepared for the customer. Additional services are not the subject of a contract for the (chargeable) use of the software or services. Such additional services may be provided by Code Gaia on the basis of a separate offer. Neither the Software, nor the information contained therein, nor telephone support by Code Gaia can and should replace legal advice in individual cases. Telephone support is only user support for the software and does not constitute legal advice.
3.2. In principle, the Customer may switch between the versions of the Software offered, which can be managed by one version, at any time with effect from the time Code Gaia switches Customer access. The resulting remuneration is set out in Section 7.6. of these General Terms and Conditions.
3.3. Customers with a fee-based contract for the use of the software with annual billing must contact Code Gaia customer support (info@codegaia.io or +49 (0) 89 3803 5554) to change the version. If the customer switches to a version with a larger number of features or to a version with a larger number of employees to be managed during a current billing period, the customer can use the additional functions of the software from the time Code Gaia switches the account. If the customer switches to a version with a smaller number of features or a smaller number of employees to be managed, the customer can only use the reduced functions of the software from the time Code Gaia switches the customer’s access.
4. availability and response time in the event of faults
4.1. Code Gaia guarantees 99% availability during business hours from 09:00 to 17:00, Monday to Friday, of the software provided as SaaS on an annual average. This does not include times when the server cannot be reached due to other technical problems beyond Code Gaia’s control (in particular force majeure, fault of third parties). Also excluded are planned maintenance work (e.g. updates to the software) that either takes place outside normal business hours from Monday to Friday (taking into account the
public holidays at the Munich location) are between 9:00 a.m. and 5:00 p.m., or which have been announced in advance in accordance with Section 4.2.
4.2. Code Gaia is entitled 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 Munich site) between 9:00 am and 5:00 pm. 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 Munich site) between 9:00 and 17:00, Code Gaia will announce this maintenance work by e-mail. The announcement will 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. Code Gaia shall endeavor 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 Munich site). In the case of minor faults that do not lead to a total failure of the software and occur during ongoing operation, Code Gaia will endeavor 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 of the customer / legal consequences in the event of a breach of the obligation to cooperate
5.1. The following cooperation services are the customer’s main performance obligations and are not to be classified solely as secondary obligations or duties.
5.2. The customer is obliged to check the functionalities and quality of the Software without delay in accordance with Sections 2.2 and 2.3 and to notify Code Gaia of any defects or other deviations from the requirements without delay before concluding a contract for the fee-based use of the Software. The customer may not invoke defects or other deviations from the quality requirements that were already known or present but were not notified to Code Gaia prior to the conclusion of a contract for the use of the software for a fee.
5.3. The customer is obliged to provide a qualified contact person and deputy who is authorized 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).
5.4. The customer is solely responsible for the content and data processed with the software, as well as the correct operation and data input. Code Gaia is therefore not liable for defective services (e.g. faulty reports) if the defects in the service were caused by incorrect data from the customer or third parties (e.g. databases for emission factors), typing, completion or operating errors by the customer or by manual changes to settings by the customer. Warranty claims are also excluded in these cases
(i) misuse or suspicion of misuse of the contractually agreed service; (ii) a risk or suspicion of a risk to compliance with data protection or data security that arises in the course of the provision of the contractually agreed service; (iii) a risk or suspicion of a risk to the service provided by Code Gaia, e.g. due to loss of access data or hacker attack.
5.5.1. The customer is responsible for ensuring a connection to the Internet with sufficient bandwidth and latency.
5.5.2. The customer is obliged to ensure that the technical requirements are met in order to make optimum use of Code Gaia’s services and functions, and 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 these technical requirements are not met by the customer, the usability of Code Gaia’s services may be restricted under certain circumstances. Code Gaia is not responsible for these restrictions. The customer is obliged to carry out updates provided by Code Gaia immediately. For this purpose, the customer must carry out an update check each time before using the software. If the customer fails to carry out updates in good time, his warranty claims shall lapse if the defects that occurred could have been avoided by an immediate update.
5.5.3. The customer is responsible for taking state-of-the-art IT security measures within its own organization and for its employees. These include, but are not limited to, the installation and regular updating of common antivirus software on the laptops, computers or other mobile end 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, recognized security standards for the Code Gaia account and for the laptops, computers or other mobile end devices of the employees or the use of appropriate mechanisms such as 2-factor authentication, automatic inactivity blocking, firewall, etc.
5.5.4. 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 organizational 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 Code Gaia account.
5.5.5. In addition, the customer must ensure the security of the Internet connection used, which means in particular the use of company-owned rather than public virtual private networks (VPN) and ensuring the use of VPN connections in public networks.
5.6. The customer is responsible for the technical setup and administration of the account. This applies regardless of whether Code Gaia supports the customer in setting up the account in any way 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.
5.7. The customer is obliged to inform Code Gaia immediately in text form of any service disruptions that occur (service defects, lack of availability) and to provide comprehensible information on any service disruptions that occur. The customer shall support Code Gaia to a reasonable extent in identifying and rectifying faults in the event of service disruptions. Code Gaia is entitled to show the customer temporary workarounds and to eliminate the actual cause later by adapting the Code Gaia software, provided this is reasonable for the customer.
6. contractual use
6.1. Code Gaia 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. When booking the functionalities of the Professional and Enterprise versions, the Customer’s rights of use shall also extend to the companies/affiliated companies/subsidiaries specified by the Customer in the offer within the meaning of § 271 HGB, §§ 15 ff. AktG (German Stock Corporation Act) or the respective applicable corporate law provisions.
7 Prices, payment methods and conditions, price adjustments
7.1. The prices stated at the time of the order shall apply, as shown on the respective individual offers. The prices stated there are net prices in euros and are subject to the statutory value added tax at the applicable statutory rate, if applicable. The amount of remuneration for the use of the software depends on the price category for the selected version of the software, which in turn depends on the desired scope of features and the selected package size, i.e. the maximum number of entities or administrators to be managed and the additional add-ons booked.
7.2. All payments are due in advance when the invoice is issued.
7.3. In the case of annual billing, the billing period begins on the day the account is activated and ends at the end of one year. The invoice amount is calculated as 12 times the monthly fee for the ordered software (Section 7.1), less the discount for annual advance payment stated on the Code Gaia website. Code Gaia shall initially activate customer access for one year in accordance with the service period agreed with the customer and stated on the invoice. Payments for contracts for the fee-based use of the software with annual billing are generally made annually in advance by bank transfer or direct debit. In the case of annual invoicing, the customer will be sent an invoice for 12 months in electronic form by e-mail. The payment term is 14 (fourteen) days from the invoice date.
7.4. In addition, the customer can choose to pay by direct debit for annual billing. If a direct debit payment method is selected, we use the SEPA direct debit procedure.
7.5. In the event of a returned direct debit (in particular due to insufficient funds in the account, expiry of the account, unjustified objection by the account holder or incorrect entry of the account details), the customer authorizes Code Gaia to resubmit the direct debit for the payment obligation due in each case. In such a case, the customer is obliged to pay the costs incurred by the returned direct debit. Further claims are reserved.
7.6. If, in the case of annual billing, the price class of the Version increases during the billing period due to a change in the Entities, number of Administrators or scope of Features (Section 3.2), Code Gaia shall additionally invoice the difference between the advance payment already made or the amount already invoiced and the amount based on the changed price up to the end of the annual term (daily billing). Should the price category of the version be reduced during the billing period due to a change in the entities, number of administrators or scope of features (Section 3.2), the customer shall not be entitled to a (pro rata) refund of the advance payment already made.
7.7. In the event of default by the customer, if no payment has been made even after the expiry of a deadline of one calendar week set for the customer after the due date, Code Gaia shall be entitled to block the customer’s access to the software immediately. Code Gaia 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 any default interest. Any damage caused to the customer by the blocking for this reason cannot be asserted against Code Gaia. Furthermore, Code Gaia has no right to block access to the software. Furthermore, the statutory provisions of §§ 286, 288 BGB or other relevant statutory provisions shall apply in the event of default.
7.8 Code Gaia may adjust the agreed remuneration twelve months after the start of the contract. The remuneration may be adjusted repeatedly. There must be at least twelve months between each individual price increase; price reductions may be specified before the expiry of twelve months. The price increase must be reasonable; the parties agree that an increase of more than 15% is no longer reasonable. No increase may contradict the general price development of industry prices.
Code Gaia must notify the customer of any price increase at least three months before it comes into effect. If the customer does not terminate the contract at least one month before the price increase comes into effect (special right of termination), the increased remuneration shall be deemed to have been agreed. Code Gaia shall draw attention to this legal consequence of not exercising the special right of termination in good time together with the announcement of the price increase.
8 Start of contract, minimum term and termination
8.1. Contracts for the fee-based use of the software with annual billing are subject to a minimum term of one year. After expiry of the minimum term, the contract shall be extended by renewal periods of 12 (twelve) months each, unless the customer gives 90 (ninety) days’ notice of termination before the start of a renewal period. Code Gaia shall provide the customer with a new annual invoice for the renewal of contracts for the fee-based use of the Software with annual invoicing for transfer no later than two weeks before the start of the new renewal period.
8.2. Code Gaia has the right to terminate contracts for the fee-based use of the Software with monthly billing with a notice period of two weeks and contracts for the fee-based use of the Software with annual billing with a notice period of three months to the end of the respective billing period.
8.3. The right of both contracting parties to terminate the contract for good cause remains unaffected.
8.4. Notice of termination must be given in text form. The customer’s account will be blocked when the termination takes effect.
9. limitation of liability
9.1. Statutory liability for the provision of services against payment. In the case of the provision of services against payment, Code Gaia shall be liable in accordance with the statutory provisions for damages arising 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, Code Gaia shall be liable in accordance with the statutory provisions in the case of contracts for the fee-based use of the software 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 Code Gaia shall only be given in writing and, in case of doubt, shall only be interpreted as such if they are referred to as a “guarantee”.
9.2. Limitation of liability for the provision of services against payment. In the event of slight negligence, Code Gaia shall only be liable for damages caused by Code Gaia in the case of the provision of services against payment which are attributable to such material breaches of duty which jeopardize the achievement of the purpose of this contract, or to the breach of duties the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may rely (so-called cardinal breaches of duty). In these cases, Code Gaia’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 Code Gaia has mandatory liability by law (see clause 9.1. sentence 2).
9.3. Liability for services provided free of charge. If services are provided free of charge (e.g. within the test period), Code Gaia shall only be liable for damages caused by intent, gross negligence or fraudulent intent. This limitation of liability does not apply to damages resulting from injury to life, body or health, for which Code Gaia is liable without limitation.
9.4. Claims against third parties. The limitations of liability in Clauses 9.1. to 9.3. shall also apply to claims against Code Gaia’s executives, employees, other vicarious agents or subcontractors.
10. data protection and confidentiality
10.1. Code Gaia collects and uses the customer’s personal data only in accordance with 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 entitled to disclose confidential information of the other contracting party to third parties without express consent (at least in text form). This applies both to customers with contracts for free and fee-based use. Confidential information is all information, whether in writing or transmitted verbally, which one of the contracting parties makes available to the other contracting party in advance during the term of the contract and/or during the agreed test phase. This includes, in particular, information which (i) is considered confidential or confidential by nature or (ii) which the contractual partner to whom the information is transmitted must already recognize as confidential or confidential due to the external circumstances of the transmission, as well as (iii) product descriptions and specifications as well as prices. Both contracting parties undertake to use confidential information only for contractually agreed purposes. Both contracting parties shall take at least the same precautions that they take with regard to their own confidential information. Such precautions must be at least adequate to prevent disclosure to unauthorized third parties. Both contracting parties are furthermore obliged to prevent the unauthorized disclosure or use of confidential information by their customers, employees, subcontractors or legal representatives. The contracting parties shall inform each other in writing of any misuse of confidential information. Excluded from the above obligation is such information that (i) was already known to the other contractual partner prior to 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 released for publication in writing or (vi) – this disclosure option only exists vis-à-vis the court or authority concerned – on the basis of a court order. (vi) – this disclosure option exists only vis-à-vis the court or authority concerned – must be transmitted on the basis of a court or official order, provided that the contracting party affected by the transmission is informed in good time – insofar as legally permissible – in order to be able to initiate legal protection measures. The obligation of confidentiality also applies beyond the duration of the contract until twelve months after the effective termination date of the contract.
11. reservations of change
11.1. Code Gaia has the right to amend these General Terms and Conditions at any time or to add provisions for the use of any newly introduced additional services or functions of the Software. The customer shall be notified of the amendments and additions to the General Terms and Conditions 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, commencing on the day following the notification of the amendment. Code Gaia undertakes to make separate reference in the notice of change to the possibility of objection, the deadline for objection, the text form requirement and the significance or consequences of failure to object.
11.2. Code Gaia reserves the right to modify the Software or to offer deviating functionalities, unless modifications and deviations are unreasonable for the customer. If the provision of a modified version of the Software or a change in the 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, Code Gaia shall notify the customer of this in text form at least four weeks before such a change comes into 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. Code Gaia 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. Code Gaia also reserves the right to modify the software or offer different functionalities,
(i) to the extent necessary to ensure that the services offered by Code Gaia comply with the law applicable to these services, in particular if the legal situation changes;
(ii) to the extent that Code Gaia complies with a court or administrative order addressed to Code Gaia;
(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. Amendments to these General Terms and Conditions must be made in text form. This also applies to the waiver 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 laws of the Federal Republic of Germany, expressly excluding the UN Convention on Contracts for the International Sale of Goods and private international law. The exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between Code Gaia and the customer is, as far as legally permissible, the registered office of Code Gaia.
12.3. The languages in which these GTC are available on the Code Gaia website are 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.
