These terms and conditions (the "Terms") set out the general terms and conditions between Digital & Legal s.r.o. ("Green0meter", registration number 07638990) and you if you choose to use Green0meter's products, websites and services (the "Services").

Please read these terms and conditions carefully. By agreeing to them, you confirm that you have read, understood and agreed to the Terms. If accepted, these Terms constitute a mutual obligation. If you are agreeing to the Terms on behalf of an entity (such as your employer or the company you work for), by accepting the Terms you represent that you have the legal authority to bind that entity. In this case, we consider that entity to be our client.

1. SERVICES AND THEIR USE

Green0meter 

• provides ESG consulting services,
• operates the website www.green0meter.com,
• provides the Green0meter platform, available at app.green0meter.com, which provides access to the following services after setting up a user account:
  • Green0meter CO2 module
  • CSRD Green0meter module
  • SFDR Green0meter modul
  • ESG Green0meter module
  • Any other module that is part of the Green0meter services.

Website

1. Green0meter owns all rights, in particular copyright and related rights, to the actual content of the Website, including text and design, graphics, trademarks, logos, generated reports and recommendations, as well as to the selection and arrangement of files contained on the Website. The content of the Website may also be protected by the rights of third parties. The Operator and all persons who use or intend to use the Website (hereinafter referred to as "Users") are governed by these Website Terms of Use (hereinafter referred to as "Terms"). A User signifies acceptance of these Terms by accessing any of the web pages accessible on the Website.
2. The Website is posted as is. Any information or data posted on it is non-binding, is posted for informational purposes, and may be changed or removed by Green0meter at any time. The publication of any data or information on this website, with the exception of these Rules and the Privacy Policy, does not have the nature of any legal action aimed at creating a legal relationship between the Operator and the User.

Green0meter platform

1. If you use the Green0meter platform, Green0meter grants you a non-exclusive, non-transferable and non-cancellable license to use the software tool to calculate your carbon footprint and other ESG values.
2. All rights in the software, including copyright, remain the exclusive property of Green0meter. Your company agrees to respect these rights and not to engage in any activities that may infringe these rights.
3. The Platform Service is intended for use only by entrepreneurs or public entities for the purposes of their business or other professional or public service activities. You represent that you will use the Platform as or on behalf of an entrepreneur or public administration entity and solely for purposes related to such activities. The Service is not intended for use by consumers.

2. USER ACCOUNT

1. The Green0meter platform can be accessed via a master user account, which can be set up via an online registration form. You agree to provide only true, accurate, complete and current information when registering and to keep such information current. You are responsible for any activity within your account.
2. If you are agreeing to the Terms on behalf of an entity (such as your employer or the company you work for), by accepting the Terms, you represent that you have the legal authority to bind that entity. In this case, we consider that entity to be our client.
3. When you use the Platform, you may also create access for other users in your organization, for example, to collect data or manage affiliated entities.
4. Keep your login details secure and do not disclose them to others. To prevent any breach of your user account, you must (i) protect any device used in connection with the Service from misuse, (ii) set up secure login credentials, (iii) prevent any third party access to your login credentials, and (iv) protect your login credentials and prevent misuse.
5. You will notify us promptly of any breach of security or unauthorized use of your user account.
6. We reserve the right for us, our suppliers or employees to have access to your user account and the information you have provided, especially for support and maintenance purposes or for any security, technical or billing reasons.
7. The user account and access to the Platform is established for an indefinite period of time, the cancellation of which is subject to the sub-clauses of these Terms.

3. PRICE AND PAYMENT CONDITIONS

1. the content of the website is publicly accessible and free of charge.
2. The use of the Green0meter platform is subject to a fee. The price of the service depends on the number of modules you subscribe to and the size of your company. As part of the registration to the platform, you have the option to take advantage of a free trial period, before the end of which you will be contacted by a Green0meter representative for a quote. 
3. The price for the Green0meter platform can be paid on a monthly or annual basis unless otherwise agreed. Payment may be made by subscription using a credit/debit card through an integrated payment gateway ("Subscription") or by invoice. The price of the Service is payable in advance.
4. In order to subscribe to a paid service, you agree to provide accurate and truthful billing information, agree to keep it up to date, and represent that you are authorized to use the payment method selected.
5. You are entitled to change your chosen payment method, please contact customer support for this purpose. If you wish to continue using the Services, you are required to provide the necessary details for an alternative method of payment for the Service.
6. You are entitled to change your chosen payment method, please contact customer support for this purpose. If you wish to continue using the Services, you are required to provide the necessary details for an alternative method of payment for the Service.
7. In the case of a "subscription", you agree to allow recurring payments and authorize Green0meter to store your payment instrument.
8. In the event that the automatic billing of recurring subscription payments fails or we record an outstanding invoice, we will notify you by email and you will provide us with a new payment method and/or any information necessary to process the payment within 7 days in the event that you wish to continue using the Service. Otherwise, your services may be suspended or cancelled. Suspension or cancellation of services for non-payment may result in loss of access to your Green0meter account. In the event of late payments, you are also required to pay the reasonable costs incurred in collecting late payments.
9. We may unilaterally change the price for the Service at any time. We will notify you of the updated price at least 15 days in advance. The price change does not affect the price already paid for the period you have selected. If you do not reject the updated price within this period, we will charge you the new price at the start of the new period. If you do not agree to the new price, the Service will be terminated at the end of the current period.
10. The Service will automatically and recurrently renew for the same period unless you or we cancel it by written notice of non-renewal no later than the last day of the current period for which you have paid for the Service. You may cancel a renewal period by emailing [email protected].
11. Unless otherwise stated, our prices are exclusive of VAT, Green0meter shall add the relevant amount of VAT to the price of the Service if it becomes liable for VAT and if VAT is applicable to the price of the Service under applicable law.
12. Unless we agree otherwise for good cause, we will not provide any refunds, regardless of the reason or method of termination of your use of the Service. Termination of your use of the Service shall not affect your obligation to pay us the full price of the Service for the agreed period.

4. USE OF THE SERVICE AND SUPPORT

1. The Services are only available via the Internet. It is your responsibility to properly configure your devices and network connections so that you can use the Services to their fullest extent, including web browser settings. We are not responsible for the operation of your internet connection or for the proper setup of your devices or networks.
2. We strive to continually improve the Services. We may change the Services, remove features or discontinue access to third party applications and services at any time without restriction. If you lose access to your content as a result of a change to the Services, we will notify you in advance.
3. We will do our best to operate the Services without interruption. In some cases, however, your access to the Service may be limited or suspended, including but not limited to (i) downtime or maintenance windows, (ii) technical failures, (iii) acts or omissions of third parties (e.g., hosting provider failures, irregularity or discontinuation of support for third party services on which the Services depend, attacks on the Service, etc.), (iv) connectivity issues, or (v) force majeure.
4. You may not (i) commercially exploit the Service in any way, except as otherwise provided in another Agreement, (ii) reproduce or otherwise duplicate the Service, make modifications to the Service or derivative works from the Service, including making backup copies, (iii) distribute, license, sublicense, sell, transfer, assign, lease the Service, (iv) display the Service or make it or your user account publicly available, (v) translate, process, modify or otherwise alter the Service, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to obtain the source code of the Service, (vii) attempt to break the security measures of the Service or otherwise attack the Service, (viii) develop or participate in the development of a service that is based on, derived from, or otherwise competes with the Software, (ix) use the Service in violation of any law, regulation, or statute, or (x) remove or alter our markings on the Service.
5. We provide support within the Service by answering your questions regarding the use and setup of the Service, etc. You may contact us via [email protected]. We will make every effort to advise you within a reasonable time. However, we are not responsible for the unavailability of support.

5. YOUR CONTENT AND PRIVACY POLICY

1. In order to perform our obligations, set out in the Terms, it is necessary for us to process some of your Personal Data (if you are an individual) or the Personal Data of your employees or other collaborators who use the Service on your behalf and who have access to your user account. Full details of how we process this Personal Data are available in our Privacy Notice https://www.green0meter.com/privacy-policy/
2. Personal data means any information relating to an identified or identifiable natural person ("personal data") as defined in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 ("GDPR"). It is your sole responsibility to comply with all applicable laws and regulations when using the Service and the collection of personal data by the Service.
3. In an effort to improve the provision of the Services, the Website contains features ("cookies") that allow us to track and analyze certain aspects of the use and performance of the Website and the Platform. For more information, please see the link - "link to cookies policy".
4. Our Services allow you to store content or share it with other users. We do not claim ownership rights to your content and it remains your property.
5. Your company is fully responsible for any content it creates or imports into the software. Green0meter assumes no responsibility for errors, inconsistencies or omissions in such content.
6. Your company is responsible for regularly backing up the data it creates or stores in the software. Green0meter assumes no responsibility for the loss or corruption of such data.
7. Green0meter reserves the right to review Your Content in the event of an investigation of a suspected violation of these Terms or applicable law. We reserve the right to block or remove your content from the Services at any time if we determine that it violates the Terms or applicable law. We may also take action against you, including but not limited to immediate suspension of the Services or termination of your Green0meter account.
8. We mutually agree to use each party's brands, logos and trade names in the usual manner to identify the other party in promotional and marketing materials, including the Website.

6. CONFIDENTIALITY

1. Confidential Information is any non-public information of a commercial or technological nature, including trade secrets, whether or not marked as confidential, that you or we have learned or will learn, directly or indirectly, by any means of communication or observation, in connection with your use of the Service. Confidential Information includes, but is not limited to, trade secrets, know-how, computer programs and their operating principles, computer program source and machine code, data files, algorithms, architectural designs, analyses, preliminary and conceptual materials, specifications and descriptions, pricing policies, business plans, etc. Confidential Information also includes information that you shared with us before you began using the Service if it would otherwise be considered confidential as defined herein.  Hereinafter referred to as "Confidential Information."
2. Except as otherwise provided in the Terms, we will both maintain the confidentiality of all Confidential Information as defined in the Terms and will use it solely for the purpose of using and providing the Service. We will both use our best efforts to prevent the leakage or misuse of Confidential Information (in particular by adequately securing our electronic devices and communication channels).
3. The confidentiality obligation shall continue for as long as you have a user account on the Service and for 5 years after termination.
4. It is not a breach of the obligation of confidentiality with respect to confidential information to transfer information to third parties (including confidential information) that is made based on the request of your company. This includes in particular the following cases:
   1. If you express an interest in third party services, we are entitled to transmit the following information to the third party through the Green0meter Services: your company ID, your company name, the name, surname and telephone number of the contact person, NACE, the product you have expressed interest in.

7. LINKS TO THIRD PARTY SITES OR SERVICES

1. The Service may contain links to third party websites or services that are outside of our control. We provide links to these services to you in good faith and with vetted partners, but we are not responsible for the operation or terms of use of these websites or services or for any damage or loss you incur in connection with your use of them. We encourage you to read the terms and conditions of use of this website or services in advance. In the event that the provision of the service requires the transfer of information to a third party, you will be asked to consent to the transfer of information.

8. VALIDITY AND TERMINATION

1. You have the right to cancel your Green0meter master account at any time and for any reason. If you wish to terminate your user account and thus your use of the Platform, please contact us at [email protected].
2. If you ask us to cancel your Green0meter master account, you may choose to suspend it for 30 or 60 days in case you change your mind. After these 30 or 60 days, your Green0meter account will be terminated.
3. In the event of cancellation of the Green0meter master user account.
   1. your right to use the Green0meter Platform and the master user account, including any associated user accounts, will immediately terminate.
   2. we will remove your data or your content related to the Green0meter account or otherwise terminate the connection between you and the Green0meter account (unless we are required by law to retain, return or transfer the content or data to you or a third party you designate).
   3. you will lose access to your content and services provided on the Green0meter Platform. It is your responsibility to back up your important data. We are not responsible for providing any backups of your data.
4. Green0meter is entitled to terminate the contractual relationship in writing without giving any reason. The notice period is 2 months and starts on the 1st day of the calendar month following the delivery of the notice to your company.
5. We are entitled to limit, suspend or terminate the contractual relationship with immediate effect, especially in serious cases of (i) breach of the Terms, our privacy policy or any applicable law, (ii) your activities are linked to criminal activities, (iii) we suspect or detect any malware, code or other malicious activity in your user account, (iv) we find that you are bankrupt, enter into liquidation or enforcement proceedings are initiated against you.

9. WARRANTIES AND LIMITATIONS OF LIABILITY

1. Green0meter shall provide the Services with reasonable care and skill. Nothing in these Terms shall limit or exclude our liability for Green0meter's breach of this duty.
2. Green0meter shall only be liable for breach of material contractual obligations or where required by applicable law.
3. Green0meter, its agents or attorneys shall not be liable for indirect damages, including financial losses such as lost profits, unless Green0meter, its agents or attorneys acted with gross negligence or willful intent.
4. The content of the website, including the calculations provided free of charge, is of an informative and non-binding nature only and does not constitute auditable outputs. Green0meter is not responsible for decisions made by the User on the basis of this information and outputs.
5. The Operator may make changes to the information on the Website at any time without prior notice.
6. You use the Service at your own risk. The Service is provided as is and as available. We do not provide any warranty for the Service. In particular, we do not warrant that (i) the Service will operate without interruption or irregularity, (ii) the Service will be secure or available at any given time or location, (iii) any errors or defects in the Service will be corrected, (iv) the Service is free of viruses or other harmful components, or (v) the output of the Service will meet your requirements. The Service is designed and offered as a service for general use, not for the specific purposes of any user. The Service contains only the tools and features expressly set forth in the Terms; if the Service has no additional features, this will not be considered a defect in the Service. The Service is not intended to be used, and is not suitable for use, in operations where failure, delay or inaccuracy of features, data or content of the Service may result in death, personal injury or serious damage to property or the environment.
7. Green0meter shall not be liable for any failure or delay in performing its obligations under these Terms if such failure is caused by circumstances beyond Green0meter's control (such as labor disputes, acts of God, war or terrorist activities, intentional damage, accidents, or compliance with applicable laws or governmental regulations). Green0meter shall use its best efforts to minimize the impact of such events and to perform the obligations that were not affected.
8. If you provide Green0meter with an idea, suggestion, or feedback, including, but not limited to, ideas for new products, technologies, promotions, product names, product feedback, and product improvements ("Feedback"), you grant Green0meter, without obligation to pay you any fee or royalty or other obligation, the right to create or have created derivative works based on your Feedback or to use, share, and commercially exploit your Feedback in any manner and for any purpose. You will not provide Feedback that is subject to a license that requires Green0meter to license its software, technology or documentation to third parties because it contains your Feedback.
9. By agreeing to these terms, you agree to comply with the following rules:
   1. not to engage in illegal activities.
   2. not use our platform to spread spam.
   3. not publicly display inappropriate content or other materials (including, for example, nudity, cruelty, pornography, offensive language, graphic violence, or criminal activity) and not use the Services to share such content.
   4. Not engage in fraudulent, false or misleading activities (such as soliciting money under false pretenses, impersonating someone else, manipulating the Services to increase views, or influencing ratings and comments).
   5. Intentionally not circumventing restrictions on access to or availability of the Services.
   6. not engage in activities that could harm you, the Services, or other users (such as transmitting viruses, stalking, posting content that promotes terrorism or violent extremism, hate speech, or promoting violence against others).
   7. Not engage in activities that invade the privacy of other users.
   8. Not to help others violate these rules.
10. You (as the Indemnifying Party) will promptly indemnify us, including our affiliates, directors, employees and other collaborators, for all losses and expenses (including, without limitation, attorneys' fees, out-of-court expenses, litigation costs, damages, fines, settlements, etc. ) arising out of any administrative proceeding, dispute or litigation brought against us by a third party as a result of your misuse of the Service or other failure to comply with the Terms, applicable privacy law, privacy policy or applicable law.
11. Each party represents that it will (i) at all times comply with applicable anti-bribery and anti-money laundering laws and (ii) not take any action, directly or indirectly, that would expose the other party or any of its affiliates to the risk of being subjected to criminal prosecution for violating applicable anti-bribery or anti-money laundering laws.

10. FINAL PROVISIONS

1. All parts of these Terms apply to the maximum extent permitted by applicable law.
2. We may unilaterally change the Terms at any time (i) in light of, but not limited to, applicable law; (ii) as a result of recommendations or guidance under applicable law; (iii) for the purposes of developing the Service; (iv) for technical reasons; (v) based on operational requirements; or (vi) as a result of a change in the Terms for the benefit of the User.
3. We will give you at least 15 days' notice of a change in the Terms by posting the new Terms on our website and notifying you via your user account or email.
4. If you use the Services after the effective date of the new Terms, you will be deemed to have accepted the changed Terms. If you do not agree to the new terms, you have the option to stop using the Services and cancel your user account. In case you do not cancel your user account, Green0meter reserves the right to terminate the Contractual Relationship, including cancellation of your User Account, within 60 days after your expression of disagreement.
5. All rights and obligations arising out of or in connection with the use of the Service and the Terms shall be governed by the laws of the Czech Republic. Any disputes between you and us will be resolved amicably. If we both fail to resolve a dispute amicably, any such disputes arising out of or in connection with the Terms and/or use of the Service shall be finally determined by the courts of the Czech Republic having local jurisdiction. If a court or arbitrator determines that we cannot enforce a portion of these Terms as set forth herein, we may replace these Terms with the most similar terms that are enforceable under applicable law.
6. Our failure to enforce or enforce any provision of the Terms or any of our rights under the Terms will not be deemed a waiver of future enforcement of that or any other provision or right.
7. Our communication will be in Czech or English, in particular electronically, using your user account, email or other contacts available on our website. The written form is also deemed to be complied with by sending an electronic message with a simple electronic signature.
8. The rights and obligations agreed in clauses 2.6, 3.9, 3.10, 9.8, 10.5 and 11.8 and clauses 5 and 6 remain in force after termination of the service.
9. The Terms may be translated into other languages available on our website. In the event of any inconsistencies between the language versions of the Terms, the Czech version shall prevail.
10. If you have any questions about the Terms, please contact us at [email protected].

Date of update: 1.10.2023