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Become a partnerGeneral Terms and Conditions
between
[Company]
[Street/house number]
[Place]
– hereinafter referred to as “Customer” –
and
VERSO GmbH
Agnes-Pockels-Bogen 1
80992 Munich
– hereinafter referred to as “VERSO” –
PREAMBLE
(A) VERSO is a pioneer in the field of sustainability software and offers companies an all-in-one solution for sustainable transformation. With experienced technology and sustainability specialists, VERSO offers all-round expertise from a single source. VERSO offers IT platforms with additional modules as well as consulting and support services. The IT platforms (each an “IT platform“) include the following:
(B) The Climate Hub IT platform (the “Climate Hub“) is a cloud-based software solution for climate strategy and climate management. Using a CO2 calculator, companies can determine their corporate carbon footprint, select projects for offsetting and create a climate report that can be seamlessly integrated into a sustainability report created using the ESG Hub.
(C) The ESG Hub IT platform (the “ESG Hub“) is a cloud-based software that supports companies in simplifying and optimizing their data management and reporting in the area of sustainability. Based on the collected data, the IT platform enables the creation of a guideline-compliant sustainability report.
(D) The IT platform Supply Chain Hub (the “Supply Chain Hub“) is a cloud-based software that helps companies to check their suppliers’ sustainability and compliance aspects and increase supply chain transparency. Thanks to targeted data collection, the IT platform facilitates legally compliant reporting in accordance with the Supply Chain Duty of Care Act and the Corporate Sustainability Reporting Directive.
(E) As part of its consulting and support services, VERSO provides implementation, training, education and other support services (collectively, the “Consulting and Support Services“).
Against this background, the parties agree as follows:
§ 1 SUBJECT MATTER OF THE CONTRACT
(1) VERSO shall provide the customer with the individually contractually agreed IT platform by way of Software as a Service via the Internet for use during the agreed contract period. The hardware and software used for the operation of the IT platform shall be operated by VERSO itself or by external service providers; it shall not be handed over to the customer. The hardware and software required for access to the IT platform as well as the Internet connection must be provided by the customer himself; they are not part of the services owed by VERSO.
(2) VERSO also provides the individually contractually agreed onboarding services as well as consulting and support services.
(3) VERSO does not provide legal services and is therefore not obliged to ensure that documents created using the IT platform (such as CSRD reports and materiality analyses) or consulting or support services comply with legal requirements, such as those of the “Corporate Sustainability Reporting Directive” (CSRD) or those of the “Lieferkettensorgfaltspflichtengesetz” (LkSG). If the customer requires legal review or advice, VERSO is happy to assist the customer in obtaining legal advice or to provide a specialized and experienced lawyer from its qualified network and to provide support services in the form of information gathering and fact-finding.
(4) VERSO offers its services exclusively to companies within the meaning of § 14 BGB (German Civil Code).
§ 2 CONCLUSION OF FRAMEWORK AGREEMENT AND INDIVIDUAL CONTRACTS
(1) This agreement is a framework agreement under which the parties conclude individual agreements on the use of the IT platforms (each a “license agreement”) and the use of consulting and support services.
(2) This framework agreement shall apply to all individual contracts concluded between the parties for the aforementioned services, even if no express reference is made to this framework agreement.
(3) This contract shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer or third parties shall only become part of the contract if and to the extent that VERSO has expressly agreed to their validity. This requirement of consent shall apply in any case, e.g. even if the customer refers to his own general terms and conditions in the context of the order and VERSO does not expressly object to them.
(4) The presentation of software, IT platforms and services by VERSO, in particular on the Internet, in brochures or in other advertising materials, does not constitute a binding offer to conclude an individual contract. Only by placing an order by the customer, the customer makes a binding offer to conclude an individual contract, which can be accepted by VERSO either by a written order confirmation or by the provision of the service. Offers from VERSO are only binding if they are explicitly designated as “offers”.
(5) In the event of a conflict between this Agreement and an individual agreement (license agreement), the provisions of the individual agreement (license agreement) shall take precedence. In the event of a conflict between this Agreement and the Supply Chain Hub Terms of Use, the provisions of this Agreement shall take precedence.
§ 3 CONTRACT TERM AND TERMINATION RIGHTS
(1) This contract is concluded for an indefinite period of time upon signature by both parties. It may be terminated by either party by giving three (3) months’ notice to the end of a month. However, its provisions shall continue to apply to individual contracts concluded under this agreement until their respective termination.
(2) The start and duration of the contractual term of license agreements concluded under this contract shall be agreed individually between the parties. A fixed term agreed in a license agreement shall be automatically extended by twelve (12) months in each case unless the license agreement is terminated with three (3) months’ notice to the end of its fixed term or an extension period.
(3) The start date for consulting and support services as well as the cooperation and provision services to be provided by the customer shall be jointly agreed and determined between the parties after conclusion of the individual contract
(4) Any termination of this contract or an individual contract must be made in text form. The customer must send the notice of termination totermination@verso.de .
(5) The right of both parties to terminate this agreement or a license agreement without notice for good cause remains unaffected. Good cause for termination for VERSO shall be deemed to exist in particular (i) if the customer is in default with two monthly fees or an amount corresponding to two monthly fees or (ii) if the customer otherwise seriously breaches the contract and further use of the IT platform by the customer until the expiry of the ordinary notice period is unreasonable for VERSO.
(6) VERSO shall refund advance payments made by the customer for services under a license agreement if the customer has terminated the license agreement for good cause for which VERSO is responsible or if VERSO has terminated the license agreement for good cause for which the customer is not responsible. In these two cases, only those payments shall be refunded which relate to the period after the premature termination of the license agreement.
(7) In the event of termination of a license agreement, the customer can export the data and content entered by him on the IT platform (collectively the “customer data”) either as an Excel file or as a PDF document, depending on the IT platform.
(8) Unless otherwise agreed or legally required, VERSO shall be entitled to destroy any customer data remaining on the IT platform after termination of a license agreement sixty (60) days after termination of the license agreement.
§ 4 COMMISSIONING AND SETTING UP THE IT PLATFORM (ONBOARDING)
(1) VERSO shall support the customer during the commissioning and setup of the IT platform (“onboarding”). The services to be provided as part of the onboarding shall be specified in detail in the license agreement. Unless otherwise agreed, onboarding shall commence at the start of the contract term.
(2) To access the IT platform, the customer receives access data for the agreed number of users. When registering for the first time, each user is free to change their password. The customer is obliged to ensure that the users keep their access data secret and ensure that access to the app and the IT platform is not granted to third parties.
(3) In order to use the IT platform, the customer must register on the IT platform with a customer profile (hereinafter: “profile”). The customer can save customer data in his profile. The customer can have their profile deleted at any time by sending an email totermination@verso.de .
(4) The following also applies to the Supply Chain Hub:
a. The customer may invite suppliers who are part of its supply chain to the IT platform. The same applies to suppliers of companies affiliated with the customer within the meaning of Sections 15 et seq. AktG (all suppliers collectively referred to as “business partners”). If the customer’s business partners wish to use the IT platform, they must register independently to use the IT platform and create a profile.
b. The customer can share their profile or parts of their profile on the IT platform with their suppliers as soon as they have registered on the IT platform.
§ 5 SERVICE LEVEL
(1) VERSO guarantees the customer an availability of the IT platform of 98% on an annual average (“Service Level”). The IT platform shall be deemed to be available if it is accessible via the Internet.
(2) The following situations are excluded from availability:
a. regular maintenance of the IT platform (outside normal business hours); if a longer maintenance service is required in individual cases, the customer will be notified in advance by e-mail with a reasonable period of notice;
b. unplanned interruptions lasting less than five minutes; and
c. interruptions for which VERSO is not responsible.
§ 6 CONSULTING AND SUPPORT SERVICES
VERSO shall provide all consulting and support services, including onboarding services, by means of remote access via a ticket system and online meetings. These services shall only be provided on site at the customer’s premises with the prior written consent of VERSO.
§ 7 REMUNERATION AND TERMS OF PAYMENT
(1) The customer undertakes to pay a license fee for the use of the IT platform (the “License Fee”), a flat rate for onboarding (the “Onboarding Flat Rate”) and a fee for consulting and support services (the “Consulting Fee”). The specific fees and flat rates are agreed individually between the parties and apply for the fixed term defined in the license agreement.
(2) VERSO is entitled to increase the contractually agreed fees once a year after the expiry of the fixed term by up to 5% on January 1 of each year. VERSO shall inform the customer of any price changes in text form in good time, i.e. at the latest four (4) months before the end of the regular contract term.
(3) All agreed fees and flat rates are “net”, i.e. plus the applicable statutory value added tax.
(4) Invoices shall be issued in accordance with the contractual agreement, which shall be agreed individually for each service. Unless otherwise agreed, invoices shall be issued as follows:
a. The license fee is invoiced annually in advance.
b. The onboarding fee will be invoiced upon conclusion of the contract.
c. The first half of the consulting fee is invoiced upon conclusion of the contract. As soon as the expenses covered by this fee have been paid, the remaining expenses will be invoiced monthly in arrears.
(5) Invoices are due for payment within 14 days of the invoice date.
(6) Unless otherwise contractually agreed, the customer shall make fees and other payments by SEPA direct debit. For this purpose, the customer shall set up a SEPA direct debit mandate in favor of VERSO (SEPA Direct Debit Mandate for Corporate Customers). The customer authorizes VERSO to use the SEPA direct debit mandate for all fees, charges and other payments incurred in the context of the business relationship. In the event of a return debit note for which the customer is responsible, the customer shall pay a flat-rate return debit note fee in the amount of the costs actually incurred. The customer reserves the right to prove that no or lower costs were incurred.
§ 8 SET-OFF AND RIGHT OF RETENTION
(1) The customer shall only be entitled to offset against undisputed or legally established claims.
(2) The customer is only entitled to withhold payment on the basis of undisputed or legally established claims arising from or in connection with this contract.
§ 9 CONTACT INFORMATION
The parties shall each appoint a contact person for their cooperation.
§ 10 RIGHTS OF USE AND EXPLOITATION
(1) The IT platform and the associated software components including all graphics, designs, logos, images and the like contained and used as well as the underlying codes are protected by copyright. VERSO or its licensors are entitled to the exclusive rights of use and exploitation.
(2) VERSO grants the customer a simple, non-transferable, non-sublicensable right, limited in time to the validity of this contract, to use the IT platform as Software-as-a-Service in accordance with the provisions of this contract.
(3) If the customer creates documentation (in particular company reports) using the IT platform, the customer is entitled to use this documentation even after termination of the contract.
(4) The customer may only publish its data and data from its business partners in anonymized form (i.e. without naming the user) for the purposes of non-financial reporting on sustainability and transparency of its own supply chain. Any other use of the data of other users is not permitted to the customer, unless it is permitted by law or it is expressly permitted by VERSO or the user concerned.
(5) If VERSO installs new versions, updates or upgrades with regard to the IT platform during the term of this agreement, the aforementioned rights shall also apply to these.
(6) The customer is not entitled to use the IT platform in any way that goes beyond what is necessary for the intended use described in the preamble. In particular, the customer is not entitled to permanently reproduce, copy, translate, edit, arrange, rework, modify, sell, rent, distribute or otherwise exploit, publicly reproduce, decompile, reverse engineer or disassemble the IT Platform, the software components or the underlying codes, unless this is permitted under Section 69d or Section 69e of the German Copyright Act (UrhG). Furthermore, the customer is not authorized to use the IT platform for the interests of third parties.
(7) If the Supply Chain Hub is provided, the following also applies:
The customer grants VERSO a simple right, transferable and sub-licensable to service providers of VERSO, limited in time to the validity of this agreement, to display the customer data to other authorized users of the IT platform for the purpose of providing services in accordance with this agreement. This includes in particular
a. the presentation of the profile (including the restricted profile) on the IT platform to the customer’s authorized customers, insofar as they have registered on the IT platform, in accordance with the customer’s approvals on the IT platform; and
b. the evaluation and analysis of customer data for the customer’s authorized customers, insofar as they have registered on the IT platform, including the supplementation of customer data with publicly accessible information about the customer and the creation of statistics.
c. the authorization to create backup copies of the customer data stored on the IT platform.
§ 11 CUSTOMER DATA
(1) All industrial property rights to the customer data remain the exclusive intellectual property of the customer or its licensor.
(2) The customer is responsible for the customer data that it posts on the IT platform and warrants that it does not infringe the rights of third parties or violate applicable laws.
(3) The customer shall indemnify VERSO against any claims made by third parties against VERSO alleging that the customer data infringes the rights of the third party. The obligation to indemnify also includes any legal costs incurred by VERSO as a result of the claim.
(4) VERSO is obliged to use the customer data exclusively for the purposes of the contract.
(5) If customer data is destroyed or altered by actions of the customer and the customer requests VERSO to restore the previous content, VERSO shall have the right to charge the customer for the costs incurred in restoring the content.
§ 12 RIGHTS AND OBLIGATIONS OF THE CUSTOMER
(1) The customer is entitled to use the IT platform for its business operations within the scope of the current state of the art during the term of the contract. The customer shall bear the costs for the purchase and maintenance of the devices, connections and software required for use.
(2) The customer undertakes to provide the cooperation services in accordance with § 15
(3) The customer undertakes to provide the information to be included in his profile to the best of his knowledge and not to make any false statements.
(4) The customer is obliged to ensure that it has all the necessary rights to process and store the customer data on the IT platform, to make it accessible to other users of the IT platform via the IT platform and to have it processed via the IT platform in accordance with this contract.
(5) The customer undertakes to refrain from disclosing any access data to the IT platform to third parties. The customer shall notify VERSO immediately if there is any suspicion that unauthorized persons may have access to the IT platform.
(6) The customer shall not misuse the IT platform for unlawful, unethical or improper purposes, such as advertising emails, chain letters or spamming or the transmission of unlawful, threatening, harmful, obscene or otherwise offensive material of any kind.
§ 13 RIGHTS AND OBLIGATIONS OF VERSO
(1) VERSO may make updates to the IT platform. These updates may be made to maintain the functionality of the IT platform, for security reasons, to improve usability and performance, for legal reasons or for other operational reasons. The interests of the customer shall be given due consideration.
(2) VERSO has the right to remove customer data from the IT platform if VERSO reasonably believes that the customer data violates the law or infringes the rights of third parties.
(3) VERSO shall be entitled to temporarily block the customer’s profile or temporarily suspend the provision of the IT platform (i) if, at VERSO’s discretion, the customer has committed a material breach of this agreement and the customer’s continued use of the IT platform is temporarily unreasonable for VERSO or (ii) if the security of the IT platform is jeopardized. The customer’s right to provide evidence to the contrary remains unaffected.
(4) If AI systems within the meaning of the AI Regulation are used in the performance of the contract, the customer shall be informed of this appropriately before interacting with the AI system. Text content that has not only been insignificantly produced by AI systems will be explicitly marked as such.
§ 14 SERVICES AND COOPERATION OF THE CUSTOMER
(1) The customer undertakes to provide those services that are necessary for VERSO to provide the agreed consulting and support services in accordance with the contract (the “Contribution and Cooperation Services”). In particular, the customer shall be obliged to provide the following as part of the provision and cooperation services
a. To provide VERSO with all necessary information in a timely manner; to carry out the necessary research, develop content and coordinate it internally (e.g. value chain, stakeholders, IROs, data points, energy consumption, etc.);
b. report content within the agreed time frame;
c. to attend appointments agreed between the parties;
d. implement ToDos jointly agreed by the parties;
e. issue the necessary approvals or releases;
f. comply with all other obligations to cooperate defined in the individual contract or in the service descriptions.
(2) The provision of services and cooperation is a secondary contractual obligation. The proper provision of services by VERSO requires the timely and qualified provision of the services incumbent on the customer. If delays or additional expenses arise due to the customer’s improper or untimely cooperation or provision, VERSO may, without prejudice to further legal rights, demand changes to any agreed deadlines and dates. Irrespective of this, the following shall apply: If the customer does not, not in time or not comprehensively comply with his obligations to provide and cooperate, VERSO shall request the customer in writing (e-mail is sufficient) to perform the relevant act of cooperation within a reasonable period of time.
§ 15 WARRANTY
(1) The statutory warranty rules apply. Contrary to § 536a para. 1 Alt. 1 BGB, VERSO shall not be liable regardless of fault in the event of a defect existing at the time of conclusion of the contract. This does not apply to claims based on the absence of warranted characteristics from the outset.
(2) VERSO does not guarantee that the customer will achieve any particular success with the help of the IT platform.
(3) A restriction of the availability of the IT platform within the limits of the guaranteed service level is in accordance with the contract and therefore not subject to liability for defects.
(4) If and to the extent that the customer fails to perform the duties to provide and cooperate owed by him, fails to perform them on time or fails to perform them as agreed and this has an effect on the provision of services by VERSO, VERSO shall be released from the provision of the affected services. Any additional expenses incurred and proven by VERSO shall be remunerated separately on the basis of the agreed conditions, without prejudice to further rights.
(5) Warranty claims due to defects expire after one year.
(6) The customer shall only be entitled to claims for damages due to defects to the extent that VERSO’s liability is not excluded or limited in accordance with Section 17 of this Agreement.
§ 16 LIABILITY
(1) In the event of intent and gross negligence, VERSO shall be liable in accordance with the statutory provisions.
(2) In the event of slight negligence, VERSO shall only be liable insofar as it concerns the breach of a material contractual obligation, i.e. an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may generally rely. In this case, VERSO’s liability shall be limited to compensation for the foreseeable, typically occurring damage.
(3) In the cases referred to in paragraph (2) above, VERSO’s liability shall be limited in each individual case to 10% of the annual turnover under this contract and per year to 50% of the annual turnover under this contract. Indirect damages and consequential damages including loss of profit are excluded.
(4) VERSO’s liability is otherwise excluded.
(5) The limitations of liability under paragraphs (2) to (4) above shall not apply if VERSO (i) has fraudulently concealed a defect or (ii) has assumed a guarantee, (iii) in the case of claims under the German Product Liability Act and (iv) in the case of claims for damages resulting from injury to life, body or health.
(6) The limitations of liability under subsections (2) to (5) above shall also apply in favor of legal representatives, employees and vicarious agents of VERSO.
(7) VERSO shall not be liable for damages based on the fact that the use of the IT platform and/or consulting or support services has led to objectively incorrect results, insofar as these results are due to improper data input by the customer or its suppliers or contractual partners.
(8) VERSO shall not be liable if the damage is due to a use of the IT platform that is contrary to the specifications in the contract or these GTC.
§ 17 CONFIDENTIALITY
(1) “Confidential Information” means all information and documents of VERSO and the customer which are marked as confidential or are to be regarded as confidential due to the circumstances, in particular information about offers, calculations, concepts, digital strategies, customer, supplier and other business relationships of the parties, technical, operational and other business processes, know-how, information about the corporate strategy of the parties and the content of this contract.
(2) Each party is obliged to maintain secrecy about all confidential information of the other party. This obligation shall continue for an unlimited period after termination of the contract.
(3) Such confidential information is exempt from this obligation,
- which were demonstrably already known to the recipient when this contract was concluded or which subsequently become known to the recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;
- which are publicly known at the time of conclusion of this contract or become publicly known thereafter, insofar as this is not based on a breach of this contract;
- developed by the recipient himself;
- which must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, the party obliged to disclose will inform the other party in advance and give the other party the opportunity to take action against the disclosure.
(4) Each party shall only disclose confidential information to those of its employees who need to know it for the execution of this contract and shall also oblige these employees to maintain confidentiality to the extent permitted by labor law for the period after their departure.
(5) The regulations in § 14 remain unaffected.
§ 18 DATA PROTECTION
(1) The parties undertake to comply with the data protection regulations applicable to them.
(2) Since VERSO processes personal data of the customer on its behalf within the scope of the contract, the parties shall conclude an agreement on the processing of data on behalf of the customer in accordance with Art. 28 GDPR before the start of processing.
§ 19 TRANSFERABILITY
(1) VERSO is entitled to transfer its rights and obligations under this contract to a third party. When transferring its obligations under this contract to a third party, VERSO shall remain the customer’s contractual partner.
(2) The customer’s rights under this agreement are only transferable to third parties and/or sublicensable to third parties with VERSO’s prior written consent.
§ 20 FINAL PROVISIONS
(1) No verbal or written ancillary agreements have been made. Amendments or additions to this contract must be made in writing to be effective, unless a stricter form is prescribed by law. This also applies to any amendment to this written form clause.
(2) If any provision of these GTC is invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law. The parties shall attempt to replace invalid or unenforceable provisions with provisions that are as close as possible to the original intentions of the contracting parties through negotiations conducted in good faith.
(3) If a party does not enforce a provision of the contract or these GTC, this shall in no way constitute a current or future waiver of this provision. Waivers must be made in writing to be effective.
(4) The place of performance for the services to be rendered by VERSO under this contract shall be the registered office of VERSO.
(5) The sole place of jurisdiction for all disputes arising from or in connection with this contract or its validity shall be Munich, insofar as legally permissible. The applicable law in this matter is German law to the exclusion of the conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG).
(6) If this contract is drawn up in a German and an English version, the German version shall prevail in the event of a conflict between the German and the English version.