Introduction

1. These terms and conditions ("Terms and Conditions") govern your access to and use of the Sustainability Platform owned and operated by Greenreporting V.O.F. and any other software, tools or services provided by us in connection with this service (collectively, the "Service").

2. Our Service is provided as software-as-a-service over the Internet through our website www.greenreporting.nl ("Website").

3. In these Terms, "you," "your" refers to the individual, organization or company that enters into an agreement ("Agreement") with us regarding the Service.

4. In these Terms and Conditions, "we", "us", "our" or "Greenreporting" refers to the entity mentioned in Article 1.1 above.
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1. Applicability and interpretation

   1. These Terms and Conditions apply to all our offers relating to the Service and the performance of Agreements by or on our behalf and the conclusion and performance of any (future) Agreements with you.

   2. The applicability of any terms and conditions stipulated by you is excluded. Deviations from and additions to the General Terms and Conditions are only valid if we have accepted them in writing.

   3. If any provision of the Agreement is void or is annulled, the other provisions of the General Terms and Conditions shall remain in full force and effect. We will then replace the void or voided provisions with new provisions, taking into account as far as possible the purpose and meaning of the void or voided provision.
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2. Our agreement

   1. Our service is provided on a subscription basis for our Service. Available features may vary depending on your subscription. 

   2. Agreements relating to the Service are established upon completion of the (online) registration process as indicated on our Website and subsequent confirmation by us (automated or otherwise) that your registration has been accepted.

3. Your account

   1. Following the conclusion of the Agreement, we will provide you with (access to) an account ("Account") for the agreed period of time that you must use to access the Service. Each Account is associated with a specific email address and only approved email addresses can be used to access the Service. .

   2. If agreed upon, you may use your account to create a specified number of subaccounts for use by additional end users of the Service. You are solely responsible for managing the end users, granting or revoking rights and creating or deleting sub-accounts. Such sub-accounts are subject to the same terms and conditions as the main account.

   3. Please note that you are not authorized to create subaccounts for the benefit of third parties outside your organization, as the Service is provided to you and may only be used by you for your own internal business purposes. You may not rent, sell, sublicense or otherwise enable third parties to use the Service for their own purposes and benefits. You are fully responsible for the acts and omissions of third parties (including your end users) who use the Service on your behalf.

   4. Each Account is strictly personal and may not be shared. We are not responsible for misuse of Accounts and may assume that any user logged into an Account is in fact the authorized user associated with the Account. We may assume that all actions performed from an Account are performed under your direction, supervision and with your approval.

   5. If login credentials or other credentials used to access an Account are (suspected to be) lost or leaked, you will immediately take (or cause to be taken) all available measures that are reasonably necessary, desirable and possible to prevent misuse of the Account. In any event, you will immediately notify us so that any additional measures can be taken to prevent misuse of the Account.

   6. The use of two-factor authentication to log into our service is necessary and mandatory to ensure the security of our platform and your Account. 

   7. You agree to keep the information in each Account up-to-date. In case of changes relevant for us to know about, you will immediately update the outdated information.
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4. Delivery of our services

   1. After the Agreement is entered into and for the duration ("Term") of the Agreement, we will make every effort to continue to provide you with access to the Service and will do so with due care and skill.

   2. We will use reasonable efforts to ensure significant uptime of the Service, although we do not guarantee that the Service will be uninterrupted or error free.

   3. From time to time, we may perform maintenance and make changes to the Service in the form of updates or upgrades. Such updates or upgrades may result in a change or loss of functionality of the Service. Suggestions from you in this regard are always welcome, but ultimately only we can determine what changes will be made.

   4. The performance of maintenance work may result in interruptions in the availability of the Service. If we can foresee this, we may notify you in advance, but we are under no obligation to do so. In any case, we will make reasonable efforts to ensure that maintenance work is carried out as soon as possible.

   5. Information about the use of our Service may be made available to you by us through our Website. Unless otherwise agreed, the Service is provided without any support on our part.
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5. Your responsibilities

   1. You will provide us with all support and cooperation necessary and desirable for the proper and timely provision of the Service. You will provide us with all information that we indicate is necessary, or that you should reasonably understand is essential for us to provide the Service as agreed.

   2. You are solely responsible for the accuracy, correctness and completeness of all data provided by you (or by us at your request) to our Service. We have no obligation to verify the accuracy, correctness or completeness of such data.

   3. You acknowledge that any output from our Service is logically determined or influenced by the data you submit to our Service. You agree that we are not responsible or liable for any incorrect output from our Service, for example, incorrect or incomplete carbon footprint calculations, if it is caused (in part) by data submitted by you. Our carbon footprint calculations are publicly available and viewable once you use our Service, giving you the opportunity to check them for accuracy yourself.

6. Restrictions

   1. It is prohibited to use the Service in a manner that violates these Terms and Conditions and/or applicable laws and regulations. 

   2. You will not use the Service in a manner that may cause inconvenience or loss and/or damage to us or third parties.

   3. You will follow all reasonable instructions from us regarding the use of the Service.

   4. You will not, while using the Service, access, store, distribute or transmit any information that:

      1. is defamatory, libelous, offensive, racist, discriminatory, or incites hatred;

      2. infringes the rights of third parties, in each case including but not limited to intellectual property rights;

      3. violates the privacy of third parties, in any case including but not limited to the dissemination of third-party personal data without legal basis

      4. contains hyperlinks, torrents or similar information that you know or should know refers to material that infringes third-party rights; or

      5. is otherwise illegal or causes damage or injury to any person or property;

      6. conflicts with reasonable (usage) instructions from us.

   5. If, in our reasonable judgment, the operation of our or third parties' computer systems or network and/or the provision of services via the Internet is obstructed, disrupted or otherwise compromised, in particular as a result of the transmission of excessive amounts of data to our Service, leaked personal data or virus activity, Trojan horses and similar software, we shall be entitled to take all measures we reasonably deem necessary to avert or prevent such risk. These measures include, but are not limited to, suspension of the Service or Agreement.

   6. If we determine that you (or your end users) have violated these Terms of Service or applicable laws and regulations, or if we have received a complaint from a third party regarding the same, we may take action to end such violation. These measures may include, without limitation, suspension of the Service or Agreement.

   7. We may recover from you any loss or damage resulting from a breach of these Terms and Conditions. You will indemnify and hold us harmless from any third party claims for loss and/or damage resulting from your breach of the Agreement.

7. Intellectual property

   1. All intellectual property rights in the Service, including the Website, and other materials developed and/or made available by us belong to us or our licensors.

   2. We grant you a non-exclusive, non-transferable and non-sublicensable right to use the Service and the materials provided by us pursuant to the Agreement solely for the Term.

   3. All data submitted by you to the Service will remain your property or that of your suppliers. We will not make any ownership claims with respect to such data.

   4. You warrant and represent that you are the rightful owner or rightful licensee of all intellectual property rights vested in the data you submit to the Service. You indemnify us against all claims by third parties relating to or arising from intellectual property rights vested in the aforementioned data.

   5. You grant us a time-limited license to use any data you submit to the Service to the extent such use is necessary for the proper provision of the Service by us. In addition, you grant us an irrevocable right to use the aforementioned data to perform analyses and to use and share the statistical results of such analyses on an aggregate level with third parties.

   6. You grant us the right to use your company's name, logo, trademark and your general business description for marketing our Service. You may request us in writing to revoke this right at any time, which we will reasonably consider and comply with.
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8. Confidentiality

   1. Information within the meaning of this Article ("Information") means any information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Agreement, such as data submitted by you to the Service. 

   2. Confidential Information within the meaning of this Article ("Confidential Information") refers to any Information designated as confidential or which the Receiving Party knows or should reasonably suspect was intended to be confidential. 

   3. The Receiving Party shall treat Confidential Information received under this Agreement as confidential and shall not disclose, publish or distribute such Confidential Information to any person other than the employees, agents or contractors of the Receiving Party whose knowledge is essential to the performance of this Agreement without the prior written consent of the Disclosing Party.

   4. The Receiving Party shall be permitted to disclose Confidential Information to the extent required (i) by its auditors or other professional advisors to fulfill its professional obligations; (ii) required to be disclosed by law, regulatory authority or a court of competent jurisdiction, provided that the Receiving Party, to the extent practicable and permitted by law, (a) notifies the Disclosing Party of the Receiving Party's duty to disclose; and (b) cooperates with the Disclosing Party in seeking to maintain the confidentiality of such Confidential Information at the Disclosing Party's expense and cost.

   5. The obligation of confidentiality does not apply to Confidential Information that (a) is in the public domain or is being disclosed without the Receiving Party breaching its obligation of confidentiality; (b) was lawfully made available to the Receiving Party by a third party without an obligation of confidentiality; (c) was lawfully already in the possession of the Receiving Party prior to its receipt; and/or (d) has been designated as non-confidential by the Disclosing Party in a written document.
      
      

9. Cost and payment

   1. All prices quoted by us, such as fees due for the Service, are in euros, unless otherwise communicated and agreed upon, and are exclusive of VAT and other state taxes and duties, and are subject to programming and typographical errors.

   2. We will issue invoices for all amounts due and have the right to invoice electronically. Invoices have a payment period of fourteen (14) calendar days from the invoice date, unless otherwise specified.

   3. You must pay all fees due under the Agreement in advance, unless otherwise agreed. In the case of periodic payment obligations, which may be the case for our Service, you must prepay the periodic fees each applicable billing cycle.

   4. Applicable fees must be paid via our accepted payment methods, which methods may change during the Term.

   5. At our request, you grant us a (SEPA) authorization to automatically collect the (periodic) amounts you owe under the Agreement. In such case, you must periodically ensure that there is a sufficient balance in the bank account designated by you for collection. If a direct debit proves unsuccessful, we are entitled to suspend provision of the Service until full payment is received.

   6. We have the right to change our (periodic) fees at the beginning of each renewal period or billing cycle, upon fourteen (14) days prior written notice to you. In the event of a fee increase, you have the right to terminate the Agreement in writing up to and by the time the changes take effect.

   7. If you do not pay the amounts due on time, you will be in default by operation of law, without notice of default being required. If the amount due is not paid within the payment period, you will owe the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code on the outstanding amount without notice of default, as well as the extrajudicial costs, including the costs for lawyers, bailiffs and lawyers. We have the right to suspend the use of the Service until payment of all aforementioned costs.
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10. Liability

    1. Our liability for damages resulting from a breach of the Agreement, whether in tort or otherwise, shall be limited per event (whereby a series of consecutive events shall be considered as one event) to the amount (excluding VAT) that we have received from you in respect of the Service during a period of three (3) months preceding the (first) event causing damage. If no payment is received during the aforementioned period, this amount shall be capped at one hundred (100) euros.

    2. Our liability for an attributable failure in the performance of the agreement shall only arise if you give us immediate and proper notice of default in writing, setting a reasonable deadline to remedy the failure, and we continue to fail attributably in the performance of our obligations even after that deadline. The notice of default must contain as detailed a description as possible of the failure, so that we are able to respond adequately.

    3. The condition for the right to compensation is always that you have reported the damage to us in writing within thirty (30) days of discovery.

    4. Any limitation of liability as contained in the Agreement shall lapse if and to the extent the damage is the result of intentional or deliberate recklessness of our executive staff.
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11. Force majeure

    1. We cannot be obliged to fulfill any obligation under the Agreement if performance is prevented by force majeure. We shall not be liable for loss and/or damage resulting from force majeure.

    2. Force majeure shall exist, without limitation, in the event of power outages, Internet failures, telecommunications infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other malicious software, civil unrest, natural disasters, terror, mobilization, war, import and export barriers, strikes, supply stagnation, fire, floods and global pandemics.

    3. If a force majeure situation has lasted for more than ninety (90) days, you and we have the right to terminate the Agreement in writing with immediate effect.

12. Duration and termination of the agreement

    1. Unless otherwise provided in the Agreement, the term of the Agreement is a fixed period of twelve (12) months, which subscription cannot be terminated prematurely.

    2. Subscriptions to our Service automatically renew at the end of the initial subscription period for successive renewal periods as long as the initial subscription period, unless:

       1. you cancel your subscription prior to the time of renewal through the applicable cancellation procedure as made available within the Service, taking into account the applicable notice period, in which case the subscription will terminate upon expiration of the remaining term;

       2. in the absence of a termination procedure referred to in the previous paragraph, you have the right to terminate your subscription by giving us at least fourteen (14) days written notice before the time of renewal, in which case the subscription will terminate at the expiration of the remaining term;

       3. we notify you in writing of the termination of the subscription with at least five (5) days' notice, in which case the subscription will terminate by the end of the remaining term.

    3. We will, upon your request, provide you with a copy of the data submitted by you or generated by using the Service, or otherwise provide the option within the Service to export the aforementioned data ourselves. The scope of data available for export, the file format and the durable data carrier are chosen solely by us. It is your sole responsibility to obtain a copy of your data upon termination or before the expiration of the Agreement.

    4. Upon termination or expiration of the Agreement, all Services provided by us will immediately terminate and we will have the right to delete all data submitted by you or generated by using the Service as in our possession at the time of termination or expiration. 

    5. Termination of the Agreement will in no way affect any amounts you owe us under the Agreement. In addition, in no event will termination or expiration of the Agreement result in a refund of any amounts you have paid to us under the Agreement.

    6. In the event that the Agreement is terminated, all amounts owed by you to us shall become immediately due and payable regardless of the reason for termination.
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13. Changes

    1. We may change these Terms at any time. We will provide written notice of changes to you at least fourteen (14) days prior to their effective date so that you may become familiar with them. If you do not wish to accept the proposed changes, you may terminate the Agreement in writing until the effective date of the amended Terms and Conditions. Use of the Service after the effective date will constitute your acceptance of the amended Terms and Conditions.
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14. Other provisions

    1. This Agreement is exclusively governed by Dutch law. Any dispute in connection with or arising from the Agreement shall be submitted to the competent court in the Netherlands in the district where we are legally established.

    2. Wherever used in these Terms and Conditions or "in writing," it shall include e-mail communications and communications via the Service, provided that the identity of the sender and the integrity of the message can be sufficiently established.

    3. The version of any communication of information recorded by us will be deemed authentic unless you prove otherwise.

    4. You are not authorized to assign this Agreement or the rights and obligations arising under it to any third party without our written consent. We are authorized to transfer and assign this Agreement and all rights and obligations under it to any third party that acquires the business to which this Agreement applies.

    5. The application of articles 227b (1), 227c and 271 et seq. of Book 6 and article 408 (1) of Book 7 of the Civil Code is excluded.