1. These General Terms and Conditions apply to gryn. We only offer the conclusion of contracts to companies for using gryn. We refuse to conclude contracts with consumers and shall otherwise terminate such contracts without notice for good cause if we have been deceived.
2. The terms and conditions of our contractual partner will not become part of the contract, even if we are aware of them, unless we have expressly agreed to them. Our General Terms and Conditions shall also apply if we execute the contract knowing about conflicting, deviating or additional conditions of the contractual partner.
3. Offers to conclude contracts on our website are not legally binding offers in order to conclude a contract. Rather, the order placed through our website is an offer to conclude a corresponding contract. We can refuse this without stating any reasons. The offer shall be accepted by activation of the customer account as part of the registration process.
4. The data to be provided at the time of registration must be truthful and complete. Subsequent changes to them must be made by the customer immediately in the customer area. If information is not correct or no longer up to date, then the customer is not entitled to have invoices corrected.
5. The functional scope of gryn results from our information at the time the contract is concluded. Public statements or advertising statements deviating from them are not deemed as a contractual declaration of quality.
1. Gryn is a web-based cloud solution that can be used with standard browsers. For the term of the contract, the customer has simple, non-transferable rights to use gryn in accordance with the contract. The right of use by associated companies according to Sections 15. et seqq. of the German Stock Corporation Act (AktG) requires a 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 using gryn. Otherwise, the customer is obliged to indemnify us from third-party claims resulting from the violation. The indemnification claim also includes the reasonable costs of our legal advice and representation. We will inform the customer immediately if corresponding claims are made against us and allow them to participate in the defence of such claims at their own expense.
3. If the customer should violate the requirements of paragraph 2, we are entitled to prevent their access to gryn or access to data stored in gryn, provided that the violation can be remedied at our reasonable discretion or can be mitigated appropriately. If, at our reasonable discretion, the blocking of access to data should not be sufficient to bring about a contractual condition, then we are also entitled to delete data. The rights of a customer under any order processing contract concluded with them may not be affected by the measures described above.
4. We will inform the customer, stating the reasons, should we assume a violation of the requirements of paragraph 2 and state what measures we wish to take to bring about a contractual condition if the violation is not remedied within a reasonable period of time specified by us. Prior information and the setting of a deadline are not required if this is not reasonable for us or if there is information that is inadmissible. The information shall be sent by email to the address stored in the customer's account.
5. If the customer is aware of the information pursuant to paragraph 4 or repeatedly violates the provisions of paragraph 2, then we are entitled to terminate the contract without notice for good cause if we deem the continuation of the contract to be unreasonable. We are entitled to terminate the contract for good cause even if the first violation of the provisions of paragraph 2 is so serious that we deem adhering to the contract to be unreasonable.
Access data of the customer's users must be protected by each party according to the state of the art against access by unauthorized third parties. Insofar as a party should assume that unauthorized third parties have gained knowledge of such access data, it shall inform the other party of this immediately. As soon as the customer is aware of this possibility, they will have the access data of the affected users changed. In this case, we are also entitled to reset the access data of the users. They will therefore have to enter a new password when logging in again.
1. We guarantee 99% availability of gryn per contractual month. Availability is measured at the interface of the internet data centre used by us ("measuring point"). There is availability if gryn can be used at the measuring point in accordance with the contract, unless we are responsible for the fact that the customer cannot use it.
2. The following times shall not betaken into account for determining availability:
a. Unavailability that has been announced with a notice period of at least one week in the periods Monday to Friday between 6 pm and 8 am, on weekends and on national holidays;
b. Unavailability that has been announced with a notice period of at least 4 hours, if this is required at short notice to eliminate or avert significant risks to IT security or data protection. Unavailability may not exceed 8 hours per month.
3. Information referred to in paragraph2 shall be sent by email to the address stored in the customer account.
We shall provide the customer with an API that is accessible via the internet to be able to use gryn at our discretion. The information published by us on our website applies to the API's use and functionality. The customer is entitled to use the API for the term of this contract.
1. The customer shall transfer to us all rights necessary for executing the contract to the content stored by them in gryn. This includes, in particular, the right to use, process, duplicate, distribute, edit and make it available for use to the technically required extent.
2. Gryn is a sustainability platform with the aim of determining, comparing, reducing and avoiding emissions. For this reason, we are entitled to process data in order to identify and propose options and alternative transport routes, collect benchmarks and design intelligent data services.
Gryn allows the customer to exchange data with other services. This includes, in particular, calculating CO2emissions, cleaning up and determining data for calculation as well as the exchange of shipment data with users with whom the customer is connected via the platform. With appropriate use, the customer allows us to exchange the data required for their use with third parties.
1. The customer is entitled to invite other users to use gryn under their customer account, insofar as they belong to the customer's company. They are responsible for obliging these users to comply with this contract. The customer is responsible for the usage by all users under their customer account as well as for their own actions.
2. Furthermore, the customer can invite other gryn customers to their account in order to interact with them in accordance with the functionalities offered by gryn.
1. If we allow a customer to use gryn free of charge, then the following paragraphs apply, ones which take precedence over the other provisions of these General Terms and Conditions in case of contradictions.
2. The free version of gryn shall be made available to the customer as it stands and is available for use. This version usually has a reduced range of functions. We do not have to include a certain range of functions, and we do not have to guarantee the availability of gryn without errors for the time it is used. We are at least to make sure that the free version can be used as our paid offers with the same care.
3. Each party is entitled to terminate a corresponding contract at any time.
1. The customer is entitled at any time to request the provision of data that may be processed by us for them under the validity of an order processing contract. We are entitled to appropriate remuneration for this; however, the determination and payment of this remuneration is not a prerequisite for the obligation to satisfy the customer's claim.
2. The customer can request the return of other data if the software offers the corresponding option.
3. The data shall be transferred in digital form in the format stored in gryn.
1. Depending on what the customer has chosen, we charge fees that are owed to us monthly or annually in advance. Fees depending on use are invoiced monthly and subsequently.
2. All the prices are net prices.
3. A credit card deposited by the customer as a means of payment must have the contractual partner's name on it.
4. Customers to whom we have to invoice VAT according to the reverse charge procedure must store their VAT ID in their customer profile. If this is not done, we are entitled to charge German VAT. The customer is not entitled to subsequent correction of corresponding invoices.
5. Invoices can be issued in digital form and sent by email or made available on our website in the customer area.
6. We are entitled to adjust fees agreed upon with the customer. Information about adjustments must be sent at least two weeks before the expiry of the notice period of the contract by email to the customer's email address stored in the customer profile. The adjustment may enter into force at the earliest after the date on which the customer can terminate the contract after receiving the information. The customer must be informed of this right of termination with the increase in price.
1. The contract shall be concluded for a fixed period of one year. The fixed period shall be extended by a further year if the contract has not been terminated with a notice period of three months to the end of the respective period. Additionally, the right to ordinary termination is excluded.
2. The right to terminate for good cause remains unaffected. Good cause shall include, in particular, the following reasons if they are given for the other party:
a. A breach of essential contractual obligations by the other party if the breach isn't remedied despite a reminder and a reasonable period of notice with reference to the right of termination. A reminder and deadline are not necessary in the event of unacceptability;
b. Refusal to commence insolvency proceedings due to lack of assets;
c. Initiation of bankruptcy proceedings;
3. We are entitled to terminate the contract without notice if Section 543 (2) No. 3 of the German Civil Code (BGB)requires this.
4. Termination pursuant to Section 543(2) sentence 1 no. 1 of the German Civil Code (BGB) for not granting the contractual use of gryn is only permissible if we had reasonable opportunity to remedy the defect and it failed.
5. Terminations can be made in the customer area of gryn.
1. With gryn, the customer does not purchase a static product. Rather, we intend to further develop gryn in order to be able to offer new functions and offers to make gryn more attractive and safer. The scope of gryn's services is therefore subject to change. If there are changes with which existing, essential functions are to be eliminated or significantly restricted, then we will inform the customer within a reasonable period of time via the email address stored in their customer account.
2. If changes to gryn are unreasonable for the customer from an objective point of view, then they have a special right of termination, which must be exercised within a notice period of two weeks. The start of this period is the day on which the customer becomes aware of the change. This right of termination does not apply to the modification and elimination of functions that we have made available to the customer as part of a beta test. For these, we reserve the right at any time not to offer them or to offer them only in a modified form.
3. We welcome any suggestions for improvement from a customer. For the sake of good order, however, we must state that the customer shall transfer to us free of charge all rights to their proposal that are necessary to be able to implement it and exploit it randomly.
1. Insofar as we are in default with the initial provision of gryn, the customer is entitled to withdraw from the contract if a reasonable grace period set for us has expired without success, i.e., if we have not provided the agreed functionality of gryn for the first time within the grace period.
2. If, after the operational provision of gryn, we fail to meet the obligations incumbent on us in whole or in part or if the availability of gryn has fallen short of what is owed for a contractual month, then the agreed flat-rate user fee shall be reduced proportionately for the period in which gryn was not available to the customer to the extent agreed upon.
3. We have to demonstrate that we aren't responsible for the reason for the delayed provision or the shortfall of availability owed. If the customer has not notified us of the lack of availability of gryn, they must prove to us, at our denial, that we have otherwise become aware of the lack of availability.
1. The customer is entitled to the statutory rights in the event of defects in the service, whereby we will decide whether to rectify the defect by means of repair or new delivery.
2. Our strict liability for damages(Section 536a of the German Civil Code (BGB)) for defects existing at the time of conclusion of the contract shall be excluded, unless we have promised this feature (guarantee, Section 276 (1) of the German Civil Code (BGB)).
3. A limitation period of one year shall be agreed upon for claims for defects. This period does not apply to claims for damages due to the violation of claims for defects, insofar as the provisions on liability apply.
4. Insofar as the customer complains about a defect and if, as a result of our activities because of this, there is no defect in our service, the customer must reimburse us for the expenses incurred for this according to the hourly rates agreed upon, or reasonable hourly rates if there is no agreement. This paragraph does not apply if the non-existence of the defect was not apparent to the customer when applying skill and care to which they were entitled.
5. Any claims for defects shall be excluded for functions, services, software or other offers that are expressly provided by us as a beta version, insofar as we are not accused of willful intent. It is precisely the nature of these types of beta versions to be incomplete and have potential defects. Such defects can, for example, lead to loss of data or gryn not being able to function. The customer should therefore only use beta versions if the occurrence of such defects does not imply any disadvantage for them, and in particular cannot cause any damage for which they wish to make us or third parties liable.
6. The customer is obliged to notify us immediately of defects in contractual services, in particular defects in gryn. Insofar as we have not been able to rectify the situation as a result of the failure or delay to notify, the customer is not entitled to reduce the agreed remuneration in whole or in part for the corresponding period, to demand compensation for the damage caused by the defect or to terminate the contract extraordinarily due to the defect without observing a period of notice. The customer must demonstrate that they are not responsible for any failure to notify.
1. We guarantee that the contractual use of gryn does not infringe copyrights or other intellectual property rights of third parties.
2. Should this nevertheless be the case, we will, at our discretion, acquire the necessary rights at our own expense or modify gryn at our own expense in such a way that no rights of third parties are infringed in compliance with the services owed to the customer.
1. Liability in the event of intent and gross negligence is unlimited.
2. In the event of a simple negligent breach of essential contractual obligations, the liability is limited to the amount of foreseeable and typical contractual damages, and we shall be liable for a maximum of the amount of the fee that the customer owes us for using gryn for the relevant contractual year. Essential contractual obligations are those whose fulfilment is essential for the proper execution of the contract and upon compliance with which the harmed party may regularly rely. The limitation period for claims under this paragraph is one year.
3. Paragraph 2 does not apply to claims arising from injury to body, health or life in the event of fraudulent behavior, in the event of the assumption of a guarantee and in the event of liability for initial inability to perform or impossibility for which liability is attributable, as well as for claims under the Product Liability Act.
4. In all other cases, liability is excluded – irrespective of the legal grounds.
1. Each party is temporarily released from its obligation to perform as long as it is prevented from providing the service by force majeure. This also applies in the event that the party is already in default.
2. Force majeure is a corresponding event within the meaning of Section 206 of the German Civil Code (BGB) as well as an otherwise unusual and unforeseen event if the party claiming it is not to blame for it, did not anticipate the event, did not influence its occurrence, could not prevent its occurrence despite applying due care and is therefore prevented from providing the service. This applies in particular to war, terrorism, riots, pandemics, storms, environmental disasters or if the hindrance to performing is otherwise based on government order.
3. The party claiming force majeure shall:
a. inform the other party immediately in writing of the fact and the reasons for it;
b. take the measures necessary to resume the full performance of their obligations as quickly as possible with the diligence of a prudent businessman;
c. make reasonable efforts to minimize the negative impact on fulfilling the contract as best possible.
The customer shall allow us to use their name and logo to advertise in all media and to advertise their use of gryn worldwide in a customary and appropriate manner. Upon termination of the contract, we are obliged to delete the corresponding information within a reasonable period of time, insofar as this is possible and reasonable for us.
1. We are entitled to change these General Terms and Conditions at any time with a notice period of at least 6weeks. The customer has the right to object.
2. For this purpose, we are obliged to inform the customer in writing via the email address stored in their customer account about our intention to make changes, the amended regulations and the existence and exercising of their right of objection. Corresponding information as well as the possibility to object/consent can also be provided when the customer registers in their customer area.
3. If the customer makes use of their right of objection before the notice period has expired, then the previous terms and conditions shall apply with no changes. Otherwise, the new terms and conditions shall apply on expiry of the notice period. We are entitled to terminate the contract concluded with the customer in the event of their objection with the agreed period.
1. This contract contains all agreements of the parties to the subject matter of the contract. Any deviating ancillary agreements and previous agreements to the subject matter of the contract are hereby invalid.
2. Changes and amendments to this contract must be made in writing, unless a stricter form is required by law. This will also apply to any waiver of the requirement to use the written form.
3. General terms and conditions of the customer will not apply to this contract. This also applies if reference has been made to their inclusion in subsequent documents relating to this contract.
4. Should any provision of this contract be or become completely or partially invalid, void, or unenforceable, or should any requisite provision not be provided, then the validity of the remaining provisions in this contract shall not be affected.
5. This contract is subject to the law of the Federal Republic of Germany. Private international law shall not apply insofar as it is modifiable.
6. The sole place of jurisdiction for all disputes arising in connection with this agreement is our registered office. We are also entitled to assert claims against the customer at one of their statutory places of jurisdiction.