Terms of Use
of SUSTAYNR GmbH
for the ESG Score platform

The company SUSTAYNR GmbH, Max-Joseph-Str. 6, D-80333 München, Germany, Commercial Register No. HRB 280891 (hereinafter "SUSTAYNR"), offers merchants within the meaning of the German Commercial Code (HGB) and legal entities under public law (hereinafter "Customer") the opportunity to use the online platform www.esg-score.org (hereinafter: "ESG Score Platform") operated by SUSTAYNR on a permanent basis subject to a service contract in accordance with the provisions of these Terms of Use.

These Terms of Use conclusively contain the terms and conditions applicable between SUSTAYNR and the Customer for the services offered by SUSTAYNR under this service contract. Provisions deviating from these Terms of Use shall only apply if they are confirmed in writing by SUSTAYNR. With the admission according to section 3, the Customer accepts the applicability of these Terms of Use.

SUSTAYNR shall notify the Customer of any changes to these Terms of Use by email. If the Customer does not object to such amendments within six weeks of receipt of the notification, the amendments shall be deemed to have been agreed. The Customer shall be informed separately of the right of objection and the legal consequences of silence in the event of an amendment to the Terms of Use.

The ESG Score Platform provides information for comparing the sustainability of products. The services of SUSTAYNR consist of, among other things:

Elaboration and maintenance of category-specific scoring criteria;

Obtaining information and data on products: SUSTAYNR creates and shares a profile on sustainability data for each product from a combination of publicly available information, data provided by certifiers and self-reported information from manufacturers on the products;

In general, weekly calculation and publication of updated product rankings and ESG Score values;

Provision of the utilization possibility of the ESG Score Platform after admission of the Customer in accordance with Section 3;

The ESG Score Platform serves to support the Customer's purchasing and procurement processes by providing information on the sustainability aspects of the products displayed on the ESG Score Platform. The ESG Score value is calculated by SUSTAYNR according to scientific standards and the information included is displayed transparently on the ESG Score Platform.

The Customer is obliged to assess the contents of the ESG Score Platform according to the criteria relevant to his/her purchasing project or procurement and to make his own final assessment before making his purchase decision. In particular, the Customer must compare the ESG Score Platform content, such as the ESG Score, with other aspects that may be relevant for the Customer in the specific procurement process, such as price or other conditions of sale of the products. The information on the ESG Score Platform, in particular the ESG Score values, serve solely as a decision-making aid and cannot and should not anticipate the Customer's subsequent purchase decision.

SUSTAYNR shall owe an annual average availability of the ESG Score Platform for the agreed services of 98.5%. This includes necessary maintenance work. An interruption may not last longer than 48 hours.

Use of the ESG Score Platform is subject to admission by SUSTAYNR. There is no entitlement to admission or use of the ESG Score Platform.

When applying for admission, the Customer must state his/her company details, invoice details and a contact person. Acceptance of the application shall be effected by confirmation of admission by SUSTAYNR via e-mail.

Upon admission a fee-based service contract between SUSTAYNR and the Customer, in accordance with these Terms of Use, comes into effect. The term of the contract and the remuneration to be paid by the Customer are subject to the conditions offered when the application is placed.

Unless otherwise agreed, the remuneration due shall be invoiced in advance for the selected service period and shall be due immediately after invoicing without deduction, but plus VAT at the applicable tax rate. The Customer agrees to the storage of the billing data for evidence purposes and/or within the scope of the statutory retention obligations.

The Customer warrants that the information provided to SUSTAYNR, in particular in the context of its application for admission in accordance with section 3.2, is true and complete. The Customer undertakes to inform SUSTAYNR immediately of any future changes to the information provided.

SUSTAYNR is entitled to withdraw the Customer's admission or to block access to the ESG Score Platform for the Customer or individual users if there is sufficient suspicion that a user operating under the Customer's access has violated these Terms of Use. The Customer may avert these measures if he/her dispels the suspicion by submitting suitable evidence at its own expense.

Admission to the ESG Score Platform shall be granted by SUSTAYNR by activating the Customer`s user account. The Customer shall be able to provide employees in its company with their own access option ("Login") to enable them to use the ESG Score Platform ("Multi-Licenses"). All Logins are individualized and may only be used by the respective authorized user. In the case of Multi-Licenses, the Customer takes responsibility for the Login actions of his/her authorized users, and Customer will instruct them accordingly.

In the event of suspected misuse by a third party, the Customer shall inform SUSTAYNR thereof immediately. As soon as SUSTAYNR becomes aware of an unauthorized use, SUSTAYNR will block the access of the unauthorized Customer or user; in such a case, SUSTAYNR will inform the Customer immediately.

Actions using the respective activated e-mail domain, or the e-mail address(es) of a user activated under that domain, are generally attributable to the Customer. Users are responsible for all declarations of will made by themselves on the ESG Score Platform. For declarations made by third parties (including users authorized by the Customer) under the Customer's account, the Customer shall be liable to a foreseeable extent in accordance with the principles of a contract with protective effect for third parties (Grundsätze eines Vertrages mit Schutzwirkung für Dritte).

SUSTAYNR uses publicly available information such as certifications and data from self-reports by the relevant product manufacturers to calculate the ESG Score values and to create the product profiles that are made available to the Customer on the ESG Score Platform. SUSTAYNR assumes no guarantee or liability for the accuracy and completeness of this underlying information originating from third parties.

Accordingly, SUSTAYNR warrants only that it will use its best judgment and due care in researching, compiling and evaluating the information available to SUSTAYNR.

Pursuant to Section 2.3, it is the Customer's responsibility to select and evaluate the content of the ESG Score Platform relevant for its respective needs. SUSTAYNR therefore assumes no liability for the specific use of the platform content by the Customer according to its individual needs in relation to specific procurement projects, subject to the fulfillment of our obligation under Section 4.2 to exercise due care.

Furthermore, SUSTAYNR shall be liable without limitation for intent and gross negligence, but for slight negligence only in the event of a breach of material contractual obligations. Material contractual obligations are obligations whose compliance is of particular importance for the achievement of the purpose of the contract, i.e. whose fulfillment is essential for the proper execution of the contract (in this case the license agreement in accordance with these Terms of Use), whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the Customer may rely. Liability in the event of a breach of such an material contractual obligation is limited to the damage typical for the contract, the occurrence of which SUSTAYNR had to expect at the time the contract was concluded due to the circumstances known at that time.

SUSTAYNR accepts no liability for faults within the supply network for which SUSTAYNR is not responsible.

Liability shall not extend to impairments of the contractual use of the services provided by SUSTAYNR on the ESG Score Platform caused by improper or incorrect use by the Customer.

Liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected.

The above limitations of liability shall also apply mutatis mutandis in favor of SUSTAYNR's vicarious agents.

Insofar as the ESG Score Platform provides the possibility of forwarding to databases, websites, services, etc. of third parties, e.g. by posting links or hyperlinks, SUSTAYNR shall not be liable for the accessibility, existence or security of these databases or services, nor for their content. SUSTAYNR is not liable for the accessibility, existence or security of these databases or services, nor for their content. In particular, SUSTAYNR is not liable for the legality, accuracy, completeness, timeliness, etc. of the content of such databases or services.

The Customer is obliged

to set up and maintain the necessary data security precautions during the entire term of the contract. This essentially relates to the careful and conscientious handling of Logins;

to notify SUSTAYNR immediately of any technical changes occurring in his/her sphere if those are likely to impair the provision of services or the security of SUSTAYNR's ESG Score Platform;

to cooperate in the investigation of attacks by third parties on the ESG Score Platform, insofar as this cooperation by the Customer is required;

to use the ESG Score Platform exclusively for his/her own purposes;

not to copy, sell, resell, license, transfer, assign, sublicense, rent, lease or otherwise make available to third parties the ESG Score Platform or the content and data contained therein, either in whole or in part;

not to create derivative works or works based on parts of the ESG Score Platform or the underlying software.

The Customer undertakes to refrain from all measures that endanger or disrupt the functioning of the ESG Score Platform, and will not access data to which he/her is not authorized.

The Customer undertakes to compensate SUSTAYNR for all damages arising from non-compliance with these Customer obligations and, in addition, to indemnify SUSTAYNR against all claims of third parties, including legal fees and court costs, which they assert against SUSTAYNR due to the Customer's non-compliance with his/her obligations.

SUSTAYNR's servers are secured in accordance with the state of the art, in particular by firewalls; however, the Customer is aware that there is a risk for all participants that transmitted data can be read during transmission. Confidentiality of the data transmitted in the course of using the ESG Score Platform can therefore not be warranted.

The Customer agrees that SUSTAYNR may store information and non-personal data about the Customer's search history and behavior in anonymized form and use it exclusively in such anonymized form for marketing purposes, e.g. for the creation of statistics and presentations.

During the term of this contract, SUSTAYNR is entitled to process and store the non-personal data received from the user in connection with the business relationship. Specifically, the Customer agrees that SUSTAYNR may store and process the company data and invoice data provided by the Customer as part of the application for admission as well as any updates communicated by the user.

A partial or complete transfer of the Customer's rights under the contract with SUSTAYNR to third parties is excluded.

The Customer is only entitled to set-off against SUSTAYNR with undisputed or legally binding counterclaims.

The contract based on these Terms of Use is concluded for the term agreed between the parties. It shall commence upon Customer’s admission by SUSTAYNR in accordance with Section 3.

Upon expiry of the agreed initial term, the contract shall automatically extend for the agreed extension period, unless it is terminated by either party at the end of the initial term or an extension period, with the notice period agreed at the time of conclusion of the contract.

The right to immediate termination of the contract for good cause remains unaffected. For SUSTAYNR such cause is in particular:

a user's breach of the provisions of these Terms of Use which is not remedied within a cure period set by SUSTAYNR;

the criminal act of a user or the attempt to commit such an act, e.g. fraud;

the Customer’s default in payment by more than six weeks according to the payment terms pursuant to sections 3.2 and 3.3.

persistent operational disruptions due to force majeure beyond the control of SUSTAYNR, such as natural disasters, fire, breakdown of supply networks through no fault of SUSTAYNR.

Any notice of termination must be given in writing (fax or e-mail sufficient).

The law of the Federal Republic of Germany shall apply. The UN Convention on Contracts for the International Sale of Goods shall be excluded. The place of jurisdiction for all legal disputes is Munich. SUSTAYNR is also entitled to sue at the Customer's general place of jurisdiction.

SUSTAYNR reserves the right to change or expand the content and structure of the ESG Score Platform as well as the associated user interfaces if this does not, or does not significantly, impair the fulfillment of the purpose of the contract concluded with the Customer. SUSTAYNR will inform the users of the ESG Score Platform about the changes accordingly.

Should individual provisions of these Terms of Use be or become invalid and/or contradict the statutory provisions, this shall not affect the validity of the remaining provisions of these Terms of Use. In place of the invalid or unenforceable provision, a provision shall be deemed to have been agreed which, as far as legally permissible, comes as close as possible in terms of place, time, extent and scope of application to what was intended according to the original meaning and purpose of the invalid or unenforceable provision. This applies accordingly in the event of unintended loopholes in these Terms of Use. This severability clause is not a mere reversal of the burden of proof, but rather replaces § 139 German Civil Code (BGB) as a whole.