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General Terms and Conditions

GRAS Global Risk Assessment Services GmbH, Hohenzollernring 72, D-50672 Köln, tel.: +49-221-9727232, fax: +49-221-9415863 (hereinafter: “GRAS GmbH”), Commercial Registry AG Cologne HRB 79021, e-mail: info@gras-system.org

 

1. Services

1.1 GRAS GmbH provides a web tool with geospatial data about biodiversity (e.g. protected areas and level of protection), carbon stock, land use change over time as well as social risks related to agriculture or forestry commodities (hereinafter: the “Application”). The Application helps enterprises to set up sustainable supply chains, to assess sourcing areas, and supports auditors carrying out certifications.

1.2 These General Terms and Conditions (hereinafter: “GTC”) for the use of the Application provided by GRAS GmbH govern the contractual relationship between the user and GRAS GmbH exclusively.

1.3 Information about biodiversity (e.g. protected areas and level of protection), carbon stock, land use change on regional level (“heat maps”) as well as social risks related to agriculture or forestry commodities is provided free of charge.

1.4 In addition to the information provided under section 1.3 GRAS GmbH offers risk analysis and specific land use change analysis via the Application subject to a fee.

1.5 GRAS GmbH also offers individual consultancy services outside of the Application.

1.6 Services of this Application do not include the required internet use. The user is at his expense solely responsible for internet access, technical requirements, and the configuration and capability of the terminal for using the Application and required software being up to date.

1.7 Services on the basis of database information and land use change relating to the United States of America are provided in cooperation with and subject to the terms and conditions of Genscape, Inc., 445 E. Market Street, Suite 200, Louisville, KY 40202.

 

2. Registration, Conclusion of Contract

2.1 The use of the Application requires a registration by the user. By registering the user places an offer to GRAS GmbH to enter into the contract to use the GRAS Application. The contract of use is only entered into by GRAS GmbH once GRAS GmbH has sent a confirmation to the email account provided by the user. GRAS GmbH is not obliged to enter into the agreement.

2.2 During the registration process the user is required to provide the name of the user, the company name, postal address, phone number and email address as well as to choose a username and password.

2.3 The user is obliged to keep this password secret. GRAS GmbH shall not disclose the password to any third party, shall only use it during the login process, and shall not ask for the user's password at any time other than during the login process. For security reasons and to prevent misuse, the user is recommended to change its password at regular intervals. The user is solely responsible for safeguarding and storing its user account login details (username and password).

2.4 The user warrants and represents that all of the data provided in the registration is accurate and complete. The user is obliged to ensure that the data is accurate and complete for the entire duration of the agreement.

 

3. Changes to Services and GTC

3.1 GRAS GmbH reserves the right to modify, suspend, or discontinue any of the services offered via the Application or to offer services different from those offered at the time of the user’s registration at any time without notice to the user and without any liability to the user or third parties.

3.2 GRAS GmbH furthermore reserves the right to modify the services offered via the Application or to offer services different from those offered at the time of the user’s registration at any time
(a) to the extent GRAS is obliged to ensure the services that they offer are in compliance with legislation applicable to the services, particularly in the event of a change to said legislation,
(b) to the extent GRAS is therefore deemed to have complied with a legal judgement or decision by the authorities,
(c) to the extent the respective modification is required to eliminate any existing security gaps,
(d) if the modification is only beneficial to the user, or
(e) if the modification is of a purely technical or process-related nature without any material impact on the user.

3.3 Modifications that only have a minor impact on the Application’s functionality do not represent changes to the services described in this section. This shall apply in particular to changes of a purely graphical nature and to a change of layout and/or placement of features.

3.4 GRAS GmbH reserves the right to amend these GTC at any time, without giving reasons, unless an amendment is unreasonable to the user. GRAS GmbH shall give due notice to the user regarding amendments to these GTC. If the user does not object to the validity of the revised GTC within six (6) weeks of receipt of said notice, the amended GTC shall be deemed accepted by the user. In its notice, GRAS GmbH shall inform the user about the user’s right to object and the importance of the objection deadline.

3.5 GRAS also reserves the right to modify the GTC
(a) if the modification is only beneficial to the user,
(b) if the modification is of a purely technical or process-related nature without any material impact for the user,
(a) to the extent GRAS is obliged to ensure the GTC comply with applicable legislation, particularly in the event of a change to said legislation,
(d) to the extent GRAS GmbH is therefore deemed to have complied with a legal judgement or decision by the authorities, or
(e) to the extent GRAS GmbH introduces supplementary, completely new services or service components requiring a service description in the GTC, unless this has a detrimental impact on the use relationship to date.
GRAS shall notify users of such changes to its GTC, e.g. via the Application.

3.6 The user’s right to cancellation pursuant to Section 6.1 remains unaffected in the event of modifications to services or GTC governed by this provision.

 

4. Fees, Billing, Invoicing, Payment Terms

4.1 The user incurs fees by creating an analysis case via the Application by choosing the services risk analysis or changes in land use analysis, entering the relevant information in the Application and submitting (“finalizing”) a request for the performance of the relevant analysis. The user will be billed for each case separately subject to the price list included in the Application.

4.2 The user may also contact GRAS GmbH directly in order to obtain consultancy services for individual cases. The consultancy will be provided on the basis of a separate agreement with individually negotiated pricing.

4.3 Fees shall be payable within 14 days of the invoice date. The user may choose between the payment methods credit card or bank transfer.

4.4 GRAS GmbH is permitted to only send invoices and payment reminders electronically. In jurisdictions where electronic invoices are not accepted or at the request of a user GRAS GmbH will issue paper invoices only.

4.5 If an invoice is not settled within 14 days of the invoice date, GRAS GmbH shall be entitled to interest for default of payment in the statutory amount without further warning all other payment obligations of the user of whatever nature towards GRAS GmbH become due immediately.

4.6 Provided the user does not object, GRAS GmbH reserves the right to switch invoices from euros to the user’s respective local currency at any time.

 

5. General Duties and Liability of the User

5.1 The user is prohibited from the following:
(a) Employing any mechanisms, software or scripts when using the Application.
(b) Blocking, overwriting, modifying and copying any contents of the Application, unless said actions are necessary for the proper use of the Application
(c) Distributing or publicly disclosing the contents of the Application, unless such a distribution or public disclosure is intended within the scope of the respective service, or unless GRAS GmbH or the entity holding the rights in the content have consented to said distribution or public disclosure, and/or
(d) Performing any actions which may impair the operability of the infrastructure of the Application, particularly actions which may overload said infrastructure.

5.2 GRAS GmbH is entitled to remove from the Application any data and/or information that is prohibited according to Section 5.1 without notifying the user in advance.

5.3 The user shall be liable for all damages resulting from breaches of the obligations set out in Section 5.1. The user shall indemnify GRAS GmbH against all claims from third parties resulting from user’s violation of section 5.1 upon first demand.

 

6. Term, Termination

6.1 The contract for the use of the Application is concluded for an indefinite period of time and may be terminated at any time by either party with immediate effect and without specifying any reasons. If services ordered by the user pursuant to section 4.1 of these GTC have not yet been performed or paid fully, the termination becomes effective upon full performance and payment of the fees.

6.2 GRAS GmbH has a right to terminate the agreement with immediate effect if the user in breach of the duties set out in section 5.

 

7. Liability of GRAS GmbH

7.1 GRAS GmbH has carefully chosen the databases and tools (e.g. EVI, risk category calculation) integrated in this Application. GRAS GmbH does not, however, accept liability for the correctness, completeness or timeliness of the information provided in the Application. In particular, GRAS does not warrant that said data and/or information is true or accurate, nor that it fulfils or serves any particular purpose. GRAS does not accept any liability for the services provided by Genscape.

7.2 The user acknowledges and agrees that it is technically impossible to achieve 100% availability of the Application. GRAS GmbH shall nonetheless endeavour to keep the Application available without interruption. Events related to maintenance, security or capacity requirements, and/or events beyond GRAS GmbH’s control (e.g. disruptions to public communications networks, power failures, etc.), may result in malfunctions of or temporary interruptions to the service provided via the Application.

7.3 Liability is not accepted for contractual and non-contractual damage claims of any kind and on any legal ground against GRAS GmbH, its legal representatives and other persons used to perform its obligations, unless the damages result from intentional or grossly negligent breach of contract. For willful or grossly negligent behavior of our basic vicarious agents, the liability is limited to cases of breach of fundamental contractual obligations. Unless the cause of damage is due to slight negligence, our liability is limited to typical and foreseeable damages resulting from breach of fundamental contractual obligations. In case of services provided for a fee pursuant to section 4 GRAS GmbH’s liability shall in any case be limited to the contract fee. Any other liability on the part of GRAS GmbH is excluded.

7.4 Liability is accepted where GRAS GmbH fraudulently failed to inform about defects of services or has given a warranty for the condition of the services provided. Liability is further accepted, where damage claims arise from loss of life or injury to body or health, caused by a breach of duty, which GRAS GmbH, its legal representatives or persons used to perform its obligation is responsible for.

7.5 Liability pursuant to the German Product Liability Act shall remain unaffected.

 

8. Data Protection, Data Security and Confidentiality

8.1 Personal data is only collected, processed and/or used if the user grants consent to do so or if permitted by law. GRAS GmbH uses personal data to the extent permitted by law, in particular to fulfil its contractual obligations vis-à-vis users. GRAS GmbH provides the user with geospatial data about biodiversity (e.g. protected areas and level of protection), carbon stock, land use changes as well as social issues. GRAS GmbH also provides risk analysis, analysis of change of land use and consulting services. In order to render these services, GRAS GmbH needs to process and use the user’s personal data.

8.2 GRAS GmbH shall not disclose confidential user information to unauthorized third parties. GRAS GmbH does not, however, host the Application or the map engine used to provide the services. GRAS GmbH is entitled to disclose such confidential customer information to the contractors who provides the Application and the map engine used to provide the services provided that the contractors are bound by a an obligation of non-disclosure.

 

9. Copyright

9.1 The trademarks, service marks, trade names, domain names and logos (“Trademarks”) displayed on the website www.gras-system.org and throughout the Application are Trademarks of GRAS GmbH or their respective owners. The Trademarks may not be used, copied or made public without prior written approval by GRAS GmbH or the respective owners. The same applies to the source code of the Application.

9.2 The information made available through the Application free of charge is provided by governmental and non-governmental database providers. The source of the information is displayed on the information provided to the user. The use of the information is subject to the terms provided by the respective database provider. The user is solely responsible for ascertaining that the intended use of the Application does not infringe the copyright of GRAS GmbH or the databank providers and the user shall indemnify GRAS GmbH from all third parties claims for copyright infringements.

9.3 The information provided by GRAS GmbH through the Application for and the risk analysis and changes of land use analysis is protected by German Copyright law. Commercial use for conservation, sustainability, and biodiversity is permitted provided that proper copyright information is displayed.

 

10. Miscellaneous

10.1 In the event a provision within these GTC becomes invalid, unenforceable or contains a gap, this does not impact the validity of the remaining provisions. The invalid provision or the gap shall be replaced with a provision as close as possible to the economic intent of these terms and conditions.

10.2 Unless otherwise governed by these GTC, GRAS GmbH may send notices to the user by e-mail, fax or letter.

10.3 The place of performance under these GTC shall be GRAS GmbH’s main place of business.

10.4 Place of jurisdiction for merchants within the scope of the German Commercial Code (HGB) shall be Cologne, Germany.

10.5 These GTC and the contractual relationship shall be governed by German law, excluding international private law and the provisions of the United Nations Convention on Contracts for the International Sale of Goods that have been adopted by German law.

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