General Terms and Conditions for gryn
1. Scope of these GTCs, conclusion of contracts
1. These Terms and Conditions apply to gryn. We only offer the conclusion of contracts for the use of gryn to companies. We refuse to conclude contracts with consumers and will terminate such contracts without notice for good cause if we have been misled.
2. Terms and conditions of our Contractual Partner shall not become part of the contract, even if we are aware of them, unless we have expressly agreed to them. Our Terms and Conditions shall also apply if we execute the contract with knowledge of conflicting, deviating or additional terms and conditions of the Contractual Partner.
3. Offers to conclude contracts on our website shall not constitute a legally binding offer to conclude a contract. Rather, an order placed via our website shall constitute an offer to conclude a corresponding contract. We may reject this offer without cause. Acceptance of the offer shall be effected by activation of the customer account during the registration process.
4. The data to be provided during registration must be truthful and complete. The Customer must make subsequent changes to this data in the customer area without delay. In the event that information is incorrect or no longer up to date, the Customer shall have no claim to correction of invoices.
5. The functional scope of gryn results from our specifications at the time of conclusion of the contract. Public statements or advertising statements deviating from these specifications shall not constitute a contractual statement of quality.
2. Provision and use of gryn
1. gryn is a web-based cloud solution that can be used via standard browsers. The Customer shall have the simple, non-transferable right to use gryn in accordance with the contract for the duration of the contract. The right of use by affiliated companies pursuant to §§ 15 et seq. of the German Stock Corporation Act (AktG) shall require separate agreement unless this has already been agreed upon conclusion of the contract.
2. The Customer is not permitted to violate the rights of third parties or laws by its use of gryn. Otherwise, the Customer shall be obliged to indemnify us against any claims of third parties resulting from this infringement, unless the Customer is not responsible for the infringement. The claim for indemnity shall also include the reasonable costs of our legal advice and representation. We shall inform the Customer without delay if such claims are made against us and enable the Customer to cooperate in the defense against such claims at its expense.
3. If the Customer should breach the provisions of Subsection 2, we shall be entitled suspend the Customer's access to gryn or access to data stored in gryn, provided that the breach can thereby be stopped or reasonably reduced at our reasonable discretion and the measure is proportionate to the breach. If, at our reasonable discretion, blocking access to data is not sufficient to bring about a state of affairs in compliance with the contract, we shall also be authorized to delete data to the extend necessary to remedy the breach. The rights of a Customer under any data processing agreement concluded with it may not be impaired by the measures described above. We shall lift any restriction without undue delay once we become aware that the grounds for it no longer exist.
4. We shall inform the Customer, stating the reasons, if we have reason to assume a breach of the provisions of Subsection 2 and shall indicate which measures we intend to take to bring about a state of affairs in compliance with the contract if the breach is not remedied within a reasonable period determined by us. Prior notification and the setting of a deadline shall not be required if deemed unreasonable for us or if such notification should be inadmissible. The notification shall be sent by email to the address stored by the Customer in its account. If prior notification is omitted, we shall inform the Customer of the measure and the reasons for it without undue delay after taking the measure, unless and for as long as such notification is prohibited by law.
5. If the Customer continues to breach the provisions of Subsection 2 despite having received a warning pursuant to Subsection 4 or repeatedly violates the provisions of Subsection 2, we shall be entitled to terminate the contract without notice for good cause if the continuation of the contract is unreasonable for us. We are also entitled to terminate the contract for good cause if the first breach of the provisions of Subsection 2 is so serious that we cannot reasonably be expected to continue the contract.
3. Protection of access data
Each Party shall protect the access data of the Customer’s users against unauthorized third-party access using state-of-the-art methods. If one Party has reason to assume that unauthorized third parties have gained knowledge of such access data, it shall inform the other Party without delay. As soon as the Customer becomes aware that this may be the case, it shall arrange for the access data of the affected users to be changed. In this case, we shall also be entitled to reset the access data of the users, so that they are required to enter a new password when logging in again.
4. Availability of gryn
1. We warrant an availability of gryn of 99% per contract month. Availability is measured at the interface between the data center used by us and the internet (‘Measuring Point’). Availability shall be deemed given if gryn can be used at the Measuring Point in accordance with the contract, unless we are responsible for the specific case of the Customer’s inability to use gryn.
2. The following times shall be disregarded when determining availability:
a. Unavailability announced with a notice period of at least one week in the period from Monday to Friday between6 pm and 8 am, at weekends and on German national holidays;
b. Unavailability announced with a notice period of at least four hours if this is necessary at short notice in order to eliminate or avert significant dangers to IT security or data protection. The unavailability may not exceed a duration of eight hours per month.
3. A notification pursuant to Subsection 2 shall be sent by email to the address stored in the customer account.
5. Using the gryn API
We shall, at our discretion, provide the Customer with an Internet-accessible API for use of gryn. The use and functionality of the API shall be governed by the details published by us on our website. The Customer shall be entitled to use the API for the term of this contract.
6. Transfer of rights by the customer
1. The Customer transfers to us all rights to the content stored by it in gryn which are necessary for the performance of the contract. This includes in particular the right to use, process, reproduce, distribute, edit and make them available for use to the technically required extent.
2. gryn is a sustainability platform with the objective of determining, comparing, reducing and avoiding emissions. For this reason, we are authorized to process data in order to identify and propose optimizations and alternative transport routes, to collect benchmarks and to design intelligent data services.
7. Transfer of customer content to third-party services
gryn enables the Customer to exchange data with other services. This includes but is not limited to the calculation providers for the calculation of carbon emissions as well as the exchange of shipment data with users with whom the Customer is connected via the platform. By initiating or enabling a data exchange, the Customer authorizes us to transfer the data required for that exchange to the recipients selected or confirmed by the customer.
8. Invitation of users by the customer
1. The Customer is entitled to invite further users to use gryn under its customer account provided that these users belong to the Customer’s company. It shall be responsible for obliging these users to comply with this contract. The Customer shall be responsible for the use of all users under its customer account to the same extent as it would be for its own actions.
2. Furthermore, the Customer may invite other gryn customers to its account in order to interact with them in accordance with the features offered by gryn.
9. Special rules for free use
1. Where we allow a customer to use gryn free of charge, the following Subsections shall apply and, in the event of any inconsistency, shall take precedence over the other provisions of these Terms and Conditions.
2. The free version of gryn is made available to the Customer for use as-is. This version usually has a reduced range of features. We are not obliged to ensure that this version includes a certain range of features nor that gryn remains available in this version without errors during the period of use. We are merely required to endeavour to operate the free version with the same care as for our charge-based offers.
3. Either Party shall be entitled to terminate a corresponding contract at any time.
10. Right to Switch under Articles 23 et seq. of the Data Act
1. The Customer may at any time use the API provided by us to export all digital data and digital assets, within the meaning of Regulation (EU) 2023/2854 of the European Parliament and of the Council (the "Data Act"), that are stored in gryn. We shall provide the corresponding API documentation free of charge.
2. In accordance with Article 25 of the Data Act, the Customer may, subject to a notice period of two months (the "Notice Period"):
a. initiate a switch to another data processing service or to on-premises ICT infrastructure; or
b. instead of switching, request that, upon termination of the Agreement, all digital data and digital assets processed by the Customer be erased.
3. The request shall be sent to us by email to help@gryn.com The provisions of the Agreement shall continue to apply during the Notice Period and the subsequent transitional period.
5. The switching process shall be completed without undue delay and, where technically feasible, within 30 calendar days after expiry of the Notice Period (the "Transitional Period").
6. If completion within the maximum Transitional Period is technically unfeasible, we shall notify the Customer within 14 working days after receipt of the switching request, duly justify the technical unfeasibility in accordance with the requirements of the Data Act, and specify an alternative Transitional Period, which may not exceed seven months.
7. The Customer is entitled to extend the Transitional Period once by a period that the Customer considers reasonable for its own purposes; our right to terminate the Agreement on ordinary notice shall remain unaffected.
8. At the Customer's request, we shall support the switching process to the extent required by law and, where separately agreed, beyond that extent, and shall provide the relevant information reasonably requested for this purpose.
9. During the Transitional Period, we shall, in accordance with the requirements of the Data Act:
a. provide reasonable assistance to the Customer and third parties authorized by the Customer in the switching process;
b. act with due care to maintain business continuity and continue the provision of the functions or services under the Agreement;
c. inform the Customer of known risks to the uninterrupted provision of the functions or services that are attributable to us; and
d. maintain a high level of security throughout the switching process and the Retrieval Period, in particular for data transfer and storage, in accordance with applicable Union or national law.
10. Upon expiry of the Transitional Period, a retrieval period of at least thirty (30) calendar days (the "Retrieval Period") shall begin. During the Retrieval Period, the Customer may retrieve any remaining data and digital assets through the API in a commonly used, machine-readable format.
11. After expiry of the Retrieval Period, or a later date mutually agreed by the parties, and subject to successful completion of the switching process, we shall fully erase all Customer data and digital assets in accordance with applicable data protection laws.
12. After completion of the switching process, the Customer shall send a completion notice (the "Completion Notice") in text form, by email to the address specified in paragraph 3, confirming successful completion of the switching process. The switching process shall be deemed successfully completed upon receipt of the Completion Notice.
13. The Agreement shall terminate, and the Customer shall be notified of its termination:
a. upon successful completion of the switching process; or
b. upon expiry of the Notice Period if, instead of switching, the Customer has requested erasure of all data and digital assets.
14. No separate switching charge shall be imposed for the switching process.
15. If the Customer and we have entered into an Agreement with an annual term, we shall be entitled, as an early termination penalty pursuant to Article 25 of the Data Act, to an amount equal to the fees that we could have invoiced to the Customer if, instead of exercising the right under Article 25 of the Data Act, the Agreement had been terminated on ordinary notice.
16. At https://docs.lune.co/api-reference we publish an exhaustive list of all categories of data and digital assets that can be ported during the switching process, including at least all exportable data, and, where applicable, an exhaustive list of the categories of data that are specific to the internal functioning of gryn and excluded from the exportable data where there is a risk of a breach of our trade secrets, provided that such exclusions do not impede or delay the switching process pursuant to Article 23.
11. Fees and billing, change ofagreed fees
1. Depending on the Customer’s choice, we shall invoice the fees due to us either monthly or annually in advance. Usage-dependent fees shall be invoiced monthly in arrears.
2. All prices are net prices.
3. Any credit card deposited by the Customer as a payment method must be in the name of the Contractual Partner.
4. Customers to whom we are required to invoice VAT according to the reverse-charge procedure must store their VAT ID in their customer profile. If this is not done, we shall been titled to invoice German VAT. The Customer shall have no right to subsequent correction of these invoices.
5. We shall be entitled to adjust fees agreed with the Customer. The notification about the adjustment must be sent by email to the email address of the Customer stored in the customer profile at least two weeks before the expiry of the notice period of the contract. The adjustment may take effect at the earliest after the point in time at which the Customer is permitted to terminate the contract after receipt of the notification. The Customer shall be informed of this right of termination together with the price increase.
12. Term and termination
1. The contract is concluded for a fixed term of one year. The fixed term shall be extended by a further year in each case if the contract is not terminated with three months’ notice to the end of the respective term. Otherwise, the right of ordinary termination shall be excluded.
2. The right of termination for good cause shall remain unaffected. The following reasons in particular shall be deemed good cause if they exist for the other Party:
a. breach of material contractual obligations by the other Party if the breach is not remedied in spite of a reminder and the setting of a reasonable deadline with reference to the right of termination. A reminder and the setting of a deadline shall not be required in the case of unreasonableness;
b. the rejection of the opening of insolvency proceedings for lack of assets;
c. the commencement of liquidation proceedings.
3. We are entitled to terminate the contract without notice if the conditions of § 543 (2) 3) of the German Civil Code (BGB) apply.
4. The Customer may terminate the contract under Section 543(2), sentence 1, no. 1 of the German Civil Code (BGB) on the grounds that gryn has not been made available for use in accordance with the contract only after we have been given a reasonable opportunity to remedy the defect and have failed to do so..
13. Development and improvement of gryn
1. The Customer does not acquire gryn as a static product. Rather, it is our intention to continue to develop gryn in order to provide new features and services that will make it more attractive and secure. The scope of services of gryn is therefore subject to change. In the event that changes are made that result in the elimination or significant restriction of existing, essential features, we shall inform the Customer of this within a reasonable period of time using the email address stored in its customer account.
2. If a change to gryn cannot reasonably be expected to be accepted by the Customer, the Customer may terminate the contract by giving notice within two weeks after becoming aware of the change. This right of termination shall not apply to the modification and removal of features which we have made available to the Customer as part of beta test. For these, we reserve the right at any time to discontinue offering them or to offer them only in a modified form.
3. We welcome all suggestions for improvement from Customers. As a matter of form, however, we must indicate that the Customer transfers to us, free of charge, all rights to its suggestion which are necessary for the possible implementation and any exploitation thereof.
14. Non-fulfilment of our majorobligations
1. If we should be in default with the initial provision of gryn, the Customer shall be entitled to withdraw from the contract if a reasonable period of grace granted to us has expired without results, i.e. if we do not make the agreed functionality of gryn available for the first time within the grace period.
2. If, after operational provision of gryn, we fail to meet our obligations in whole or in part, or if the availability of gryn owed for a contractual month is not met, the agreed flat-rate usage fee shall be reduced proportionately for the time during which gryn was not available to the Customer to the agreed extent.
3. We shall be required to demonstrate that we are not responsible for the cause of the delayed provision or the shortfall in the availability owed. If the Customer has not notified us of the unavailability of gryn, the Customer shall, in response to our denial, provide evidence that we became aware of the unavailability through other means.
15. Claims for defects
1. In the event of defects in performance, the Customer shall be entitled to the statutory rights, whereby we shall decide whether to remedy the defect by repair or replacement delivery.
2. We shall not be liable, irrespective of fault, for damages arising from defects existing when the contract was concluded under Section 536a of the German Civil Code (BGB). This exclusion shall not apply where we have guaranteed the relevant characteristic within the meaning of Section 276(1) BGB or fraudulently concealed the defect.
3. AClaims in respect of defects shall be subject to a limitation period of one year. This shortened limitation period shall not apply where we have fraudulently concealed the defect. Claims for damages arising from defects shall be governed exclusively by the liability provisions in Section 17, including the limitation periods specified there.
4. If the Customer complains about the presence of a defect and if, as a consequence of our resulting activity, it transpires that there is no defect in our performance, the Customer shall compensate our expenses incurred for this at the agreed hourly rates or, in the absence of an agreement, at reasonable hourly rates. This Subsection shall not apply if the non-existence of the defect was not recognizable to the Customer when applying the expected care and knowledge.
5. Any claims for defects shall be excluded for features, services, software or other offers which are expressly made available by us as a beta version, except in cases of intentional misconduct on our part. The very nature of such beta versions is that they are unfinished and may have defects. Such defects may result, for example, in the loss of data or the inability of gryn to function. The Customer should therefore only use beta versions if the occurrence of such defects does not cause it any disadvantage, and in particular if the occurrence of such defects cannot cause any damage for which the Customer would like to hold us or third parties liable.
6. The Customer shall be obliged to notify us without delay of any defects in contractual services, in particular defects of gryn. If as we are unable to remedy the defect as a result of a failure to notify or delay in notification, the Customer shall not be entitled to reduce the agreed remuneration in whole or in part for the relevant period, to demand compensation for the damage caused by the defect or to terminate the contract extraordinarily on account of the defect without observing a notice period. The Customer must demonstrate that it is not responsible for the failure to notify.
16. Infringement of property rights
1. We warrant that the contractual use of gryn does not infringe any copyrights or other industrial property rights of third parties.
2. Should this nevertheless be the case, we shall, at our discretion, acquire the necessary rights at our own expense or modify gryn at our own expense in such a way that, while complying with the performance owed to the Customer, no third-party rights are infringed any longer.
17. Liability
1. Liability for intent and gross negligence is unlimited.
2. In the event of a breach of material contractual obligations due to simple negligence, liability shall be limited to foreseeable damage typical of this type of contract and shall not exceed EUR 250.000,00. Material contractual obligations are those required to enable the proper performance of the contract and on the observance of which the injured Party may regularly rely. The limitation period for claims under this Subsection shall be one year.
3. Subsection 2 shall not apply to claims arising from injury to life, limb or health, in the event of fraudulent conduct, in the event of the assumption of a guarantee, in the event of liability for initial incapacity or impossibility for which we are responsible, or for claims under the German Product Liability Act.
4. In all other respects, liability, on whatever legal grounds, is excluded.
18. Force majeure
1. Each Party shall be temporarily released from its obligation to perform to the extent and for as long as it is prevented from performing due to a force majeure event (the "Prevented Performance"). This shall apply even where that Party is already in default. Where one Party invokes force majeure, the other Party shall likewise be temporarily released from its corresponding obligations. This release shall apply insofar as those obligations either (i) constitute the consideration for the Prevented Performance, or (ii) can only be performed in conjunction with, or in reliance on, the Prevented Performance.
2. Force majeure means an external, exceptional and unforeseeable event that could not have been averted even by exercising the care that could reasonably be expected. This includes, in particular, war, terrorism, civil unrest, pandemics, severe weather, environmental disasters, cyber attacks on a Party's IT infrastructure that could not have been prevented despite compliance with appropriate and industry-standard IT security measures, as well as performance impediments resulting from governmental orders, shortages of raw materials, or general supply chain disruptions arising therefrom.
3. The Party invoking force majeure shall:
a) inform the other Party in text form without undue delay of the event, its causes and its effects;
b) take, with the diligence of a prudent businessperson, the measures necessary to resume full performance of its obligations as soon as possible;
c) use reasonable efforts to mitigate, as far as possible, the adverse effects on the performance of this Agreement;
d) update the other Party at regular intervals on the continuation of the event and its expected further development;
e) inform the other Party in text form without undue delay once the event has ceased.
19. Indication as a reference
The Customer permits us to use its name and logo to advertise its use of gryn in a customary and reasonable manner in all media worldwide. Upon termination of the contract, we shall delete such references within a reasonable period of time insofar as this is possible and reasonable for us.
20. Changes to the Terms and Conditions
1. We are entitled to amend these General Terms and Conditions at any time with a notice period of at least six weeks. The Customer has the right to object.
2. For this purpose, we shall inform the Customer in written form using the email address stored in its customer account about the intention of the amendment, the amended provisions and the existence and exercise of the Customer’s right to object. This information as well as the option to object/consent can also be provided when the Customer logs in to its customer area.
3. If the Customer exercises its right to object before the expiry of the notice period, the previous terms and conditions shall apply unchanged; otherwise, the new terms and conditions shall apply upon expiry of the notice period. We are entitled to terminate the contract concluded with the Customer within the agreed notice period in the event of the Customer’s objection.
21. Final provisions
1. This contract contains all agreements between the Parties on the subject matter of the contract. Any deviating ancillary agreements and earlier agreements on the subject matter of the contract are hereby rendered ineffective.
2. Amendments and supplements to this contract must be made in writing, unless a stricter form is prescribed by law. This shall also apply to any waiver of this requirement for written form.
3. The Customer’s general term sand conditions shall not apply to this contract. The above provision shall also apply if reference is made without objection to the inclusion of the Customer’s general terms and conditions in later documents in connection with this contract.
4. If any provision of this contract is or becomes void, invalid or unenforceable in whole or in part, or if any provision which is necessary in itself is not included, the validity and enforceability of all remaining provisions of this contract shall not be affected.
5. The contract shall be governed solely by the laws of the Federal Republic of Germany. Private international law shall not apply insofar as it can be waived.
6. Our registered office is the sole place of jurisdiction for all disputes in connection with this agreement. We are also entitled to assert claims against the Customer at one of its legal places of jurisdiction.