General Terms and Conditions (GTC)
of leonardo. impact GmbH

§ 1 General

1. These General Terms and Conditions (GTC) are an integral part of the contract between LEONARDO and the user (hereinafter referred to as the Customer) of all SaaS cloud-services provided by LEONARDO to the Customer, including future services.
2. These GTC apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (“BGB”), i.e. to natural persons or legal entities who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity.
3. The GTC are accepted by the Customer in their entirety in the version valid at the time of conclusion of the contract.
4. Any provisions deviating from these terms and conditions, in particular the Customer's terms and conditions, are hereby rejected.
5. Individual agreements made between LEONARDO and the Customer in individual cases (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these GTC. The content of such agreements shall be governed by a written contract or written confirmation from LEONARDO.

§ 2 Conclusion of contract / Scope of Service

1. All offers of LEONARDO are subject to changes and are non-binding, unless they are marked as binding. They are merely invitations to the Customer to place orders.
2. If the Customer places an order on the basis of the non-binding offers, a Contract - also in current business transactions - shall only be concluded by the written order confirmation of LEONARDO (sufficient also by e-mail). In all other cases a Contract is concluded at the latest by the execution of the services. If an order confirmation is issued by LEONARDO, this alone shall be decisive for the content of the Contract, in particular for the scope of the services and the delivery time or other performance deadlines.
3. The subject matter of the contract is the provision of a B2B SaaS (Software-as-a-Service) service (hereinafter also referred to as platform) in accordance with the service description attached which is part of the offer for the purpose of integrating the sustainability impact reporting solution.
4. LEONARDO is authorised to change the service contents at any time. LEONARDO shall inform the Customer of any changes to the service content in good time.
5. LEONARDO shall authorise the Customer to use the platform provided by LEONARDO, which the Customer can use via internet access during the term of the contract.
6. Performance dates or deadlines shall only be binding on LEONARDO if they have been confirmed by LEONARDO in writing.
7. LEONARDO is authorised to use the data collected for its own business purposes in accordance with § 8 of the GTC, particularly for feeding intelligence to provide core services such as benchmarking and predictive analytics. For these purposes, data is always used in aggregate and de-identified (contains no personal data).
8. If LEONARDO thereby creates know-how, algorithms, API connections, software or other work results, LEONARDO alone shall be entitled to these work results and the results shall be deemed Confidential Information within the meaning of § 7 para. 2.

§ 3 Rights and obligations of LEONARDO

1. LEONARDO shall be obliged to make the platform and its services available to the Customer for retrieval via an internet connection.
2. LEONARDO shall be entitled to commission third-party companies to fulfil the technical conditions. This includes in particular the rental of a server system in a professional internet data centre.
3. LEONARDO grants the Customer a simple, non-exclusive right to use the platform provided and the data generated thereby. This is not transferable to other users, persons or companies not named in the contract. The right of use expires at the end of the contract term. The right of use granted shall also extend to any additions, modifications, updates and new content of the platform made available by LEONARDO during the term of the contract within the respective customer package. This does not extend to the use of content available with such Customer packages that are not part of the contract between LEONARDO and the Customer.
4. LEONARDO shall not be responsible for the functional internet access required for the use of the platform. The Customer itself shall provide the IT infrastructure to access the platform provided by LEONARDO via the Internet. In particular, the Customer shall use a common browser (e.g. Google Chrome, Firefox etc.).

§ 4 Rights and obligations of Customer

1. The Customer is authorised to use the platform via the access data provided by LEONARDO. The Customer is authorised to enter, retrieve, manage and store his own data with the help of this service or to use the platform provided in any other way within the scope of the possibilities provided.
2. The Customer is obliged to treat the access data provided to him by LEONARDO confidentially. The Customer is not authorised to pass on these access data to third parties, make them accessible or otherwise enable third parties who are not party to the contract to use the platform. The Customer shall take appropriate measures to ensure that the access data is not disclosed to unauthorised third parties.
3. The Customer is not permitted to use the platform provided by LEONARDO in any way other than as contractually agreed. The Customer is prohibited from using the platform in a way that violates existing legal provisions and/or infringes the rights of third parties. The Customer is not authorised to change the content of the platform provided. The Customer shall indemnify LEONARDO from any claims resulting from such unlawful use.
4. The Customer is obliged to inform LEONARDO immediately as soon as he becomes aware of malfunctions or other defects of the platform provided by LEONARDO.

§ 5 Terms of payment

1. The Customer shall pay a recurring fee in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually) for the use of the service and the associated granting of rights. The amount of the costs and the details of the payment are set out in LEONARDO's offer.
2. LEONARDO's travelling expenses will be invoiced separately. Customs and delivery costs are to be borne by the Customer and will be invoiced separately.
3. The remuneration is due for payment in advance after receipt of a proper invoice.
4. All invoices are payable within 10 days of the invoice date without deduction. In the event of default by the Customer, LEONARDO shall be entitled to charge default interest in accordance with § 284, 288 BGB. This shall apply irrespective of the assertion of further damages.
5. A set-off of counterclaims of the Customer against claims of LEONARDO shall only be possible if the counterclaim is undisputed or has been recognised by declaratory judgement.
   The Customer's rights of retention due to claims arising from other contractual relationships are excluded.

§ 6 Term and termination

1. The contract begins with the return of the order confirmation by LEONARDO and runs for a minimum period of 12 months. Unless one party terminates the contract with a notice period of 3 months to the end of the contract term, the contract is extended by a further 12 months in each case.
2. If LEONARDO changes service contents  during the contract term, the Customer is entitled to terminate the contract within 14 days after receipt of the notification of the change of the service elements to the end of the calendar month (special right of cancellation).
3. The special right of cancellation granted under § 6 (2) shall not apply to updates or insignificant changes to the functionalities of the platform. The parties understand an update to mean any change to the platform without changing the associated service content.
4. The right to terminate the contract for good cause remains unaffected.

§ 7 Personal data and data protection

1. LEONARDO complies with all provisions of the relevant data protection laws, in particular the EU General Data Protection Regulation (GDPR), when handling the Customer's personal data.
2. LEONARDO is obliged to treat information about the Customer's business and trade secrets (confidential information) confidentially, not to pass it on to third parties and, if requested, to have its employees, freelancers or subcontractors sign a corresponding declaration of commitment. The duty of confidentiality shall also apply for the period after termination of the business relationship with the Customer.
3. Exceptions are cases in which there is a legal obligation to provide information. LEONARDO is authorised to process personal data entrusted to it within the scope of the purpose of the business relationship or to have it processed by third parties. LEONARDO guarantees the obligation to maintain data secrecy.
4. Personal (personal or business) data is only collected and stored by LEONARDO if the Customer provides it voluntarily, e.g. to fulfil a contract or when opening a Customer account. This data is used without the express consent of the Customer solely for contract processing and processing Customer enquiries. The data collected also includes the information required in the context of the Customer order (e.g. the respective service together with price, quantity, etc.). This information can be assigned to the Customer account. Once the contract has been fully processed and payment has been made in full, the Customer data is stored in accordance with retention periods under tax and commercial law, but is deleted once these periods have expired, unless the Customer has expressly consented to the further use of their data.
5. Personal data may be passed on if this is necessary to protect the rights of LEONARDO, for example in the context of the collection of a claim. Otherwise, no personal data will be passed on to third parties.

§ 8 Data Usage

LEONARDO reserves the right to utilize any data collected through the platform including but not limited to the following ways:

• for feeding intelligence to provide core services to the Customer
• in aggregate to provide services to all Customers
• any data utilized outside of direct Customer usage is always de-identified and contains no personal data
• after leaving the platform, data is de-identified and retained for future use in aggregate

§ 9 Liability

1. LEONARDO shall be liable without limitation for damage caused intentionally or by gross negligence, for damage resulting from injury to life, body and health, and for damage that gives rise to a duty to pay compensation pursuant to section 1 of the German Product Liability Act (“ProdHaftG”).
2. In the event of simple negligence, LEONARDO shall only be liable insofar as it concerns a breach of material contractual obligations, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the customer could rely. Otherwise, liability for damages caused by slight negligence is excluded. § 10.1 remains unaffected.
3. In the event of a simple negligent breach of material contractual obligations by LEONARDO, the obligation to pay compensation shall be limited to the foreseeable damage typical for the contract. The foreseeable damage typical of the contract is the damage which LEONARDO foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which LEONARDO should have foreseen by exercising due care. Indirect damages and consequential damages which are the result of a service not being provided in accordance with the contract are also only compensable insofar as such damages are typically to be expected when using the services as intended. § 10.1 remains unaffected.
4. The liability of LEONARDO in the cases of § 10.3 is limited to ten thousand euros (€ 10,000.00) per case of damage. If, in the opinion of the customer, the foreseeable contractual risk exceeds this maximum liability amount by more than an insignificant amount, LEONARDO shall be prepared to agree to an appropriate higher liability amount in return for appropriate remuneration for the assumption of risk, provided that insurance cover can be agreed for this.
5. In the event of data loss or data destruction, LEONARDO shall only be liable insofar as LEONARDO has caused the destruction intentionally, through gross negligence or due to a breach of a material contractual obligation. The liability of LEONARDO for the simple negligent breach of an essential contractual obligation shall be limited in the above case to the amount of the damage that would also have arisen in the event of proper data backup by the Customer.
6. A liability for damages due to a defect already existing at the time of conclusion of the contract pursuant to section 536a BGB is excluded.
7. The above provisions on the limitation of liability shall also apply to the personal liability of the employees, representatives and bodies of LEONARDO.
8. Claims for damages and claims for reimbursement of futile expenses of the Customer shall become statute-barred within one (1) year; with regard to the beginning of the limitation period, section 199 para. 1 BGB shall apply. This shall not apply to claims for damages and claims for reimbursement of futile expenses due to injury to life, body or health, in the case of claims under the Product Liability Act and in the case of breach of a quality guarantee. Furthermore, this shall not apply to claims based on an intentional or grossly negligent breach of duty by LEONARDO or a legal representative or vicarious agent of LEONARDO.

§ 10 Force majeure

The Parties hereto shall not be liable for failure of or delay in performing any obligation under the contractual agreement , if such failure or delay is due to force majeure or any other cause beyond the reasonable control of the affected Party; provided, however, that the Party affected shall promptly notify the other Party of the forcemajeure and shall exert all reasonable efforts to eliminate, cure or overcome any such causes and to resume performance of its obligations with all possible speed.

§ 11 Final provisions

1. The parties authorise each other to refer to the other party for advertising purposes. This includes the use of the logo. In addition, the jointly developed work results (use cases) may be anonymised and used in key data for advertising purposes.
2. The place of fulfilment and jurisdiction for all obligations and disputes arising from the contract is Frankfurt am Main. The law of the Federal Republic of Germany shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
3. Should parts of these provisions be or become invalid or ineffective in whole or in part, the remaining provisions shall nevertheless continue to apply. The parties undertake to replace the invalid provisions with economically equivalent ones. Amendments and/or changes, including to this clause, must be made in writing.