Last updated on 28.09.2020
§ 1 Basic provisions
The following Terms and Conditions shall apply, in the version valid at the time of conclusion of the contract, to contracts concluded through the use of calculation software made available on the Planetly website for the approximate calculation of climate-damaging emissions, in particular CO2 and other greenhouse gases (GHG) as well as plastic waste of a company (hereinafter referred to as “Estimator”), as well as, if applicable, to any subsequent certificate purchase via the website www.planetly.org between you as the customer, who is not a consumer within the meaning of § 13 BGB (German Civil Code) or other relevant legal provisions (hereinafter referred to as the “customer”) and Planetly GmbH (hereinafter referred to as “Planetly”). Planetly’s services are not designed for consumers.
Divergent terms and conditions of the customer are not binding unless Planetly explicitly agrees to their validity in writing.
§ 2 Scope of application
2.1 Planetly grants the customer a temporary, non-exclusive right to use the Estimator on the Planetly website (licence), as described on the product pages of the website in the version effective at the time of conclusion of the contract. The license entitles the customer to use the Estimator within the scope of normal use. Any other types of use are not covered by this license. The customer is not entitled to grant a sublicense for the use of the Estimator, to reproduce it or make it available to the public or to make it available to third parties, whether for payment or free of charge. The service includes an approximate calculation of climate-damaging emissions, in particular CO2 and other greenhouse gases (GHG) and plastic waste of a company by the Estimator. Following the calculation by the estimator, the customer has the option of either having the climate-damaging emissions calculated more precisely by the so-called Carbon Management Platform or of offsetting the calculated climate-damaging emissions by purchasing emission reduction certificates.
2.2 The subject matter of this agreement is the granting of usage rights to the Planetly Estimator and the subsequent purchase of certificates to offset emissions, in particular CO2 and other greenhouse gases (GHG) and plastic waste. The services provided by Planetly are based on the calculation of climate-damaging emissions and the selection, purchase, accounting and retirement of climate protection certificates (“emission reductions”, “ERs”) or comparable non-certified products from accredited climate protection projects in voluntary or regulated emissions trading.
2.3 The retirement of “emission reductions” or “ERs”. ERs refer to the permanent and verifiable removal, limitation, reduction, elimination, prevention, mitigation or sequestration of greenhouse gases and include, in terms of form, all related allowances, claims, credits and compensation or similar instruments or rights granted under private contracts or by law, regulation, of a regulatory or governmental program or a voluntary program, including a registry, are issued, recognized, created or approved and which constitute property rights to verifiable removal, limitation, reduction, avoidance, prevention, mitigation or sequestration of greenhouse gases, including all present and future useful rights arising therefrom. This also includes the associated reporting and emission rights. For the purposes of these Terms and Conditions, ERs are quantified in increments of the global warming potential of one ton of CO2 equivalent (tCO2-eq).
2.4 By providing a portfolio of emission reductions from climate protection projects for the purpose of offsetting greenhouse gases on the website or offline, Planetly makes its customers a binding offer to conclude a purchase contract. The main features of the products are contained in the description of the project portfolio and the supplementary information on the Planetly website. The customer has no claim to any particular climate protection project. In the event of the unavailability of emission reductions or ERs for the project selected by the customer, Planetly reserves the right to use emission reductions or ERs from a comparable climate protection project without informing the customer.
2.6 As part of the ordering process, the customer first places the desired product in the shopping basket. If the customer has placed his product there, clicking on the “offset emissions” button will take the customer to a page on which he can enter his billing information and credit card details for payment. The customer can correct or cancel his order by clicking the “back” button. Otherwise, after clicking the “pay now” button, the declaration becomes binding within the meaning of § 2.4.
2.7 The customer receives the “Climate-conscious” seal after the ERs of Planetly have been retired. The license terms for the use of the seal can be found in Annex 1 of these T&C.
2.8 Upon request and unless otherwise agreed, Planetly shall offer the customer up to three (3) photos of the project for use within fifteen (15) working days after request. Planetly hereby grants the customer a non-exclusive, irrevocable, assignable, royalty-free license for a period of one (1) year after conclusion of the contract for the voluntary use of some or all photos and other media materials provided by Planetly which represent or describe the Portfolio (together the “Media Content”). The Media Content may be edited and modified in format, but not in content. The customer is not permitted to use media content outside the context of this agreement or in a way that violates legal regulations, the rights of third parties, offends common decency or is misleading.
2.9 The subject matter of the contract is deemed to have been fulfilled by Planetly when the corresponding amount of ERs has been retired by Planetly on behalf of the customer in accordance with § 4 and § 7.
2.10. The customer has no right of revocation.
§ 3 Liability
3.1 Planetly is not liable for the accuracy of the analysis results of the customer’s climate-damaging emissions, as these are calculated on the basis of the information provided by the customer and the data provided by the customer and possibly on the basis of average and benchmark data.
3.2 Planetly bears no liability for and at no time guarantees the permanent provision of emission reductions from a specific climate protection project. The customer is not entitled to any claims against Planetly as a result.
3.3 Planetly is not liable for the occurrence, the actual reduction or the calculation of the emission reductions purchased by the customer, as these are verified by independent third parties (testing institutions) outside the control of Planetly and mediated to the customer by Planetly.
3.4 Planetly is not liable for the accuracy of the information processed and made available to the customer by Planetly, including project descriptions, brochure content, media content and information regarding the achieved emission reductions and other project information, as this information is received from the project owner, operator or supplier and is passed on to the customer.
3.6 There is no liability for the continuous availability of this website and the products offered on it.
3.7 In the event of intent and gross negligence Planetly shall be liable in accordance with the statutory regulations.
3.8 In the case of simple negligence Planetly is liable – subject to a milder standard of liability under statutory regulations (e.g. for care in one’s own affairs) – only for damages resulting from the breach of a material contractual obligation (i.e. an obligation whose fulfilment is essential for the proper execution of this contract and on whose compliance the user regularly relies and may rely); in this case, however, Planetly’s liability is limited to compensation for the foreseeable, typically occurring damage. Indirect damage and consequential damage resulting from defects in the delivery item or work are accordingly only eligible for compensation if such damage is typical and foreseeable when the delivery item or work is used for its intended purpose.
3.9 The restrictions in 3.8 do not apply: to damage resulting from injury to body, life or health; to liability under the Product Liability Act; insofar as Planetly has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods or work.
3.10. The limitations of liability resulting from this section shall apply subject to the provisions in 3.9. (i) with regard to all claims for damages for whatever legal reason, in particular due to inability to perform, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, insofar as fault is involved in each case, and (ii) also in the case of breaches of duty by vicarious agents and other persons for whose fault Planetly is responsible under statutory provisions.
3.11. Liability in the case of services provided free of charge: Where services are provided free of charge, Planetly shall only be liable for damage caused by intent, gross negligence and fraudulent intent and in cases of mandatory liability in accordance with sections 3.7 and 3.8.
§ 4 Rights
4.1 Immediately after receipt of payment, the customer will receive a Planetly certificate at the e-mail address provided by the customer. The Planetly certificate guarantees the customer the retirement of ERs of the quantity ordered by the customer in tCO2 eq. The ERs are usually obtained from the project portfolio presented to the customer. If they are sold out or temporarily or permanently unavailable for other reasons beyond Planetly’s control, Planetly will offer the customer an equivalent quantity of equivalent ERs (project type, certification standard). There is no entitlement to reimbursement of fees, expense allowances or other payments from Planetly.
2) The customer is entitled to the ERs purchased by the customer under the contract. In the event of retirement, there is no entitlement to an individual retirement certificate, as Planetly reserves the right to carry out collective retirement on behalf of several customers. Upon request, Planetly must provide proof that the ordered quantity of ERs is included in a corresponding retirement by Planetly. The retirement will take place no later than sixty (60) working days after the order is placed. In the event that ERs are forwarded, they will be forwarded to the customer’s register account within thirty (30) working days after receipt of the ERs ordered by the customer and made available to the supplier on the Planetly register account.
3) The use of the Planetly certificate is restricted for a specific purpose. A misleading marking, e.g. the marking of a product or a tranche with a false document, or with a document that suggests a compensation that exceeds the actual order, is not permitted.
§ 5 Applicable law
1) The contractual relationship existing between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany, expressly excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between Planetly and the customer is, insofar as legally permissible, the registered office of Planetly in Berlin.
§ 6 Contract language, contract copy archiving
1) The language provided for the conclusion of the contract is exclusively German. Translations into other languages are for your information only. In case of contradictions between the German text and the translation, the German text shall take precedence.
2) The complete text of the contract will not be archived by us. Customers can save it electronically before sending the order by using the print function of the browser.
§ 7 Prices and terms of payment
1) Fees and terms of payment for the services offered are based on the conditions specified in the respective individual order. The prices there are net prices in Euro and are exclusive of the statutory value added tax at the statutory rate applicable at the time, if applicable.
2) The available payment methods are shown on our website or in the respective item description, but are mentioned in the final ordering process at the latest. Unless otherwise stated, the payment claims from the contract are due for payment immediately upon ordering. Upon receipt of payment, Planetly will undertake the selected service.
3) The customer will receive an invoice by e-mail stating an invoice address and the number of ERs purchased in accordance with §2 (3). Payment is made by credit card.
4) The customer shall bear all fees, charges, levies and costs in connection with the delivery of ERs by Planetly to the customer, including all fees in connection with the payment (including transfer fees) and the delivery of ERs in accordance with this agreement.
5) The customer is responsible for all taxes, fees or charges imposed on the purchase and receipt of the property of the ERs after conclusion of the agreement.
§ 8 Force Majeure
1) Upon occurrence of a force majeure event, Planetly must inform the customer in writing of the occurrence of the force majeure event and provide reasonable details of the event causing the force majeure, with Planetly taking measures to mitigate the effects of the force majeure event and a non-binding estimate of the extent and duration of its inability to fulfil its obligations due to the force majeure event.
2) The Parties’ obligations with respect to the force majeure event shall be suspended for the duration of the force majeure event. During the continuation of the force majeure event, Planetly will make all reasonable efforts to overcome the force majeure event. Once the force majeure event is overcome or ceases to exist, both parties shall resume full performance of their obligations under this Agreement as soon as reasonably practicable (including for the avoidance of doubt of any suspended obligations).
3) If a force majeure event continues for a period of sixty (60) days, the Party not affected by the force majeure event may immediately terminate this agreement by giving written notice to the other Party.
§ 9 Default
The occurrence of any of the following events shall constitute a “default” under this agreement:
1) The failure of the customer to make a payment when due if such default is not remedied by initiating payment within ten (10) business days of written notice.
2) Planetly’s failure to perform the subject matter of the agreement in accordance with the deadlines set out in §4 if such failure is not remedied within thirty (30) days of notification by the customer; provided, however, that Planetly’s failure to transfer ERs to the customer’s registration account shall not be deemed a default by Planetly if such default is due to force majeure or the customer’s failure to maintain a registration account;
3) One of the parties files for insolvency within the meaning of §13 InsO.
§ 10 Rights in case of default
In the event of an unrectified default event, the non-defaulting party may exercise one or more of the following rights:
1) Planetly may suspend the performance of the contract under §2 (3) until the default event has been remedied;
2) Planetly may terminate this contract immediately in writing;
3) The customer may terminate this agreement immediately in writing if alternative ERs offered by Planetly cannot be accepted by the customer within thirty (30) working days after the event of default has not been remedied. The customer is thus entitled to a refund of any payments already made to Planetly in this regard. There is no entitlement to reimbursement of fees, expense allowances or other payments to Planetly.
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§12 Final provisions
1) Planetly reserves the right to change these Terms and Conditions at any time.
2) The languages in which these Terms and Conditions are available on the Planetly website are available to the customer for the conclusion of the contract. The German version valid at the time of conclusion of the contract is authoritative for the conclusion of the contract.
License terms for the use of the Planetly seals
§ 1 Scope of application
1.1 Planetly GmbH (hereinafter: “licensor”) concludes contracts with its corporate customers for the provision of services in the area of calculating the customer’s CO2 balance and/or compensation of CO2 emissions (hereinafter: “analysis/offsetting agreement”).
1.2 Customers who have concluded an analysis/offsetting agreement with the licensor are granted the right to use one or more Planetly seals under the analysis/offsetting agreement. A prerequisite for the customer’s right of use is that he/she undertakes to comply with these license conditions when concluding the analysis/offsetting agreement.
1.3 These license terms for the use of the Planetly seals (hereinafter referred to as “license terms”) govern the conditions for the use of the Planetly Seals by the customer.
§ 2 Permission of use
2.1 In order to be able to point out the successful completion of the services according to the analysis/offsetting agreement (CO2 calculation or compensation), the customer may use the Planetly seal agreed under the analysis/offsetting agreement in each case in accordance with these license conditions.
2.2 Upon conclusion of the analysis/offsetting agreement, the licensor grants the customer a simple (non-exclusive), non-transferable, non-sublicensable, worldwide license to use the Planetly seal on the website and in other marketing materials of the customer, which license is limited to the term of the analysis/compensation agreement.
2.3 The customer is not permitted to use the Planetly seal for any other purpose. Further rights of the licensor remain unaffected.
2.4 It is hereby clarified that the present license does not entitle the customer to use either the licensor’s company logo or the licensor’s corporate design.
§ 3. Termination of the right of use
3.1 The customer may in general use the Planetly seal for the entire duration of the analysis/offsetting agreement.
3.2 However, a prerequisite for the continued use of the right of use is that the customer carries out the agreed monitoring audits, insofar as these are agreed in the analysis/offsetting agreement. If the customer violates this obligation, licensor reserves the right to terminate or suspend the license granted under these license conditions until the customer has fulfilled his obligation to perform under the analysis/offsetting agreement. The same shall apply in the event of other violations of the analysis/offsetting agreement and/or these license terms.
3.3 The licensor is entitled to terminate the license granted under these license terms with effect for the future if the customer attacks the licensor’s trademark or assists a third party in such an attack.
§ 4 Usage Fee
4.1 The right of use shall be granted either against payment or free of charge in accordance with the analysis/offsetting agreement.
4.2 The due dates are defined in the analysis/offsetting agreement.
4.3 All costs arising from the use of the Planetly seal by the customer are borne by the customer.
§ 5 Restrictions of use
5.1 The customer undertakes to use the Planetly seal exclusively in such a way that it is clearly and exclusively assigned to the subject matter of the analysis/offsetting agreement and the customer’s company name or logo. Product-related advertising with the Planetly seal is not permitted.
5.2 The customer is not permitted to add further elements of any kind to the Planetly seal, such as the company name and/or company logo of the customer or third parties, product names and/or product logos or other graphic representations. Additional elements, of whatever kind, are deemed not to be added to the Planetly seal if they are kept at a minimum distance of a quarter of the total height of the Planetly seal.
5.3 The Planetly seal is to be used in the proportional size ratio as provided to the customer in the download. Depending on the image resolution of the output medium, a minimum height of 15 mm or 64 px is recommended. In general, the Planetly seal is to be used in the same colour scheme as that made available to the customer by Planetly as part of the download. In general, the Planetly seal is to be used in the same color scheme as that made available to the customer by Planetly as part of the download. A colour change of the downloaded seal is expressly not permitted.
5.4 For marketing purposes, the licensor is entitled to publish the customer’s company name as well as the tested products and audited systems.
§ 6 Lawful use
6.1 The customer is fully responsible for the permissible use and for the admissibility of all statements regarding the Planetly seal issued.
6.2 In particular, the customer must use the Planetly seal in such a way that no false impression is created with regard to the scope and content of the certification, in particular that the impression is not created that it refers to an official or state inspection.
6.3 In the context of the use of the Planetly seal, the customer is obliged to provide information about the cooperation between the licensor and the customer behind the Planetly seal. This is done either by means of a link to the jointly created climate website or by means of a link to the Planetly homepage or the sub-page on which the seal information is contained. Any costs incurred in this respect in accordance with the analysis/offsetting agreement shall be borne by the customer.
6.4 The customer shall inform its users transparently about the award criteria and the meaning content of the Planetly Seal by means of an appropriate notice on its website and all other marketing material on which the Planetly Seal is displayed.
§ 7 Applicable law and place of jurisdiction
7.1 The law of the Federal Republic of Germany shall apply to these license terms.
7.2 The place of jurisdiction for disputes arising from or in connection with these license terms is Berlin.