| 1.1 | These GTC of goodcarbon GmbH, registered with the commercial register of the local court of Berlin (Charlottenburg) under register number HRB 232585 (“goodcarbon”), govern the access and use of the website www.goodcarbon.earth and the services provided or accessible through the website (the “Service”) provided and operated by goodcarbon. |
| 1.2 | These GTC govern the legal relationship between goodcarbon and any third party using the Service (each such third party, a “User” and together the “Users”) regarding the use of the Service. goodcarbon and the User, the “Parties” and each of them a “Party”. |
| 1.3 | Access to the Service is only available to a User, who has registered for the Service by creating a user account (the “User Account”). The registration for the Service is carried out in accordance with these GTC, which are disclosed to the potential User of the website during registration and need to be accepted by the potential User. As part of the registration for the Service, an email is sent to the potential User of the website to confirm the identity of the email address of the potential User. With the verification from the email sent to the potential User, the potential User confirms the identity of the respective email address. Upon completion of the verification and receipt by the potential User of the confirmation of the User Account by goodcarbon, these GTC are concluded between goodcarbon and the User. A User who does not accept and agree to these GTC may not use the Service. |
| 1.4 | Specific services as part of the Service provided by goodcarbon (the “Specific Services”) and additional services available and/or accessible through the Service offered by third-parties (the “Additional Services”) may be subject to the provision of additional information by the User and/or additional terms and conditions of goodcarbon or the respective third-party service provider, as the case may be, (the “Additional Terms”). A User may therefore be asked to accept Additional Terms when accessing Specific Services or Additional Services through the Service. |
| 1.5 | If and to the extent that the Additional Terms or other more specific terms of use conflict with these GTC, then the Additional Terms or the other more specific terms of use will prevail. Neither these GTC, nor the creation of a User Account, nor the provision and/or use of the Service constitute an obligation of goodcarbon to provide, or the right of the User to demand from goodcarbon or any third party service provider, the provision of, the Specific Services or Additional Services to the User. |
| 2.1 | The registration is only available to legal persons other than natural persons. The registration and creation of the User Account shall be carried out by a named and authorized natural person. |
| 2.2 | The User is obliged to provide any complete and correct information requested during the registration process. The User is obliged to notify goodcarbon of any changes thereto without undue delay by entering / updating them into their User Account. goodcarbon may, at its discretion (acting reasonably), require additional information or documentation in respect of a User in connection with the registration and the User Account. goodcarbon reserves the right not to proceed with the User’s application until such information and / or documentation has been provided. |
| 2.3 | goodcarbon may, at its own discretion, refuse registration without giving reasons. This applies, in particular, if a potential User violates applicable laws or good customs (gute Sitten) or otherwise behaves inappropriately; in particular, racist, discriminatory, pornographic or insulting content will not be tolerated. |
| 2.4 | The User is responsible for the secure storage of its login data in the form of the individual combination of email address and password. The User must exercise every possible care and take all appropriate precautions to ensure that unauthorized persons do not gain knowledge of its individual combination of email address and password. In particular, the User may not store or record, electronically or in any other form, its individual combination of email address and password together with its other documents regarding goodcarbon. The user must choose a personal individual combination of email address and password in such way that it cannot be easily identified by unauthorized persons (trial-and-error). |
| 2.5 | A User who has registered itself for the Service with its email address and password may not leave the device through which the registration was made unattended. In the event of a breach of the aforementioned code of conduct, the User shall be liable for all risks and damages associated therewith. |
| 2.6 | If a User discovers that its individual combination of email address and password has become known to unauthorized persons or that its User Account has been used without authorization, the User is obliged to notify goodcarbon immediately and – if possible – to change its individual combination of email address and password without delay. If the latter is not possible, goodcarbon will immediately upon receipt and acknowledgement of the relevant notification and after verification of identity during normal business hours block the access of the User to its account until further notice. |
| 2.7 | All declarations made via the User Account are attributed to the User. goodcarbon is entitled to rely on any declaration made via the User Account to have been made by the User, unless goodcarbon is notified by an authorized natural person on behalf of the User that the named natural person is no longer authorized to represent the User. goodcarbon is not required to verify any other credentials but the Access Information. |
| 2.8 | goodcarbon reserves the right to delete User Accounts that were created with one-time email addresses (so-called ‘disposable addresses’) as well as User Accounts with incomplete registrations after a reasonable period of time or User Accounts that have not been used for a longer period of time. Before deleting such a User Account, goodcarbon will inform the User within a reasonable time prior to any such deletion and allow the User to take the necessary actions to prevent the deletion of its User Account. |
| 3.1 | The service can only be accessed via a web browser running on a computer or mobile device with an internet connection. Other access methods are not supported. |
| 3.2 | goodcarbon shall make the Service available, or arrange for the Service to be available, to Users pursuant to these GTC for 24 hours a day, 7 days a week, except for: |
| (a) | planned downtime (of which goodcarbon shall give advance notice), and |
| (b) | any unavailability caused by circumstances beyond goodcarbon’s reasonable control, including, for example, force majeure, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving goodcarbon’s employees), internet service provider failure or delay, or denial of service attack. |
| 4.1 | goodcarbon hereby grants to the User a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable right to use the Service in accordance with these GTC for the duration of the User’s access to the Service. |
| 4.2 | The Service contains data and information of all kinds that are protected by trademark and/or copyright in favor of goodcarbon or in individual cases also in favor of third parties. The User may not delete, remove or in any way obscure any proprietary notice of goodcarbon on any copy of the Service. It is not permitted to download, reproduce and/or distribute the Service in whole or in part. |
| 4.3 | goodcarbon reserves the right to permanently evolve, develop and make changes to the Service. |
| 5.1 | Each User shall: |
| (a) | Use the Service properly and refrain from any use for improper and/or illegal purposes; in particular, the User shall not: |
| (i) | upload, store or make available on the Service any data, data collection, databases or software functionalities to others which contain malicious software or which violate industrial property rights or trade secrets of third parties; |
| (ii) | use the Service in a manner that significantly restricts or prevents the use of the Service by other Users; and |
| (iii) | upload any criminal, immoral, inciting, defamatory or otherwise illegal content on the Service and/or make it available to other Users. |
| (b) | Implement, operate and maintain at its own expense all technical prerequisites (hardware, software, and telecommunications) to use the Service in accordance with these GTC within its area of responsibility as laid out in these GTC. |
| (c) | Permit only individuals access to the Service who are authorized by the relevant User to act in the name and on behalf of the User in respect of any action (including the submission and receipt of declarations of intent) on the Service. |
| (d) | Adhere to any applicable security standards and any applicable service levels, including without being limited to any password protection measures. |
| (e) | Promptly provide, at its own cost and expense, all information within its possession or control that is reasonably requested by goodcarbon to enable goodcarbon to comply with applicable law or to comply with an information request from a regulator, any other governmental body, regulatory or supervisory authority or a court. All information disclosed by Users will be subject to the obligations of confidentiality under these GTC. |
| (f) | Raise any concern about the operation of the Service or conduct of another User, without undue delay with goodcarbon, who may invoke an investigation and deliver a decision on the issue. |
| (g) | Conduct any form of systematic or automated data collection related to the Service except for the storage of content as foreseen by the functionality of the Service. |
| (h) | Copy, duplicate, download, publish, transmit or otherwise reproduce, transfer, distribute, store, aggregate, or otherwise use in any form or by any means any content from the Service in any manner that differs from the functionality of the Service. |
| (i) | Promptly notify goodcarbon of any missing qualities or of any defects of the Service (notice of defect) describing the missing qualities or the defects and, in the latter case, providing all information conducive to correction of the error to the extent available to the User. |
| (j) | Be responsible for ensuring that all information provided by it in connection with the use of the Service, in particular the creation of a User Account is complete, true and accurate and shall, for the duration of its access to the Service, update such information promptly upon being aware of any changes thereto. |
| (k) | Be responsible for ensuring that it, or anyone carrying out its obligations under these GTC on its behalf, comply with any applicable law governing the access and use of the Service. |
| (l) | Review all information displayed on, and ensure that all data submitted to, the Service, is complete and accurate. |
| 5.2 | No User may directly or indirectly: |
| (a) | Use or access the Service for any purpose other than a purpose expressly agreed on under these GTC or expressly approved by goodcarbon. |
| (b) | Use or access the Service in a manner that damages or adversely affects the reputation of goodcarbon. |
| (c) | Use or access the Service in a manner that causes, or would cause, goodcarbon to breach any applicable law, or any legal duty or obligation to any person. |
| (d) | Use the Service to create any software, product or system that is similar to the Service. |
| (e) | Use the Service in violation of any law or regulation or rights of any person, included but not limited to intellectual property rights. |
| (f) | Disassemble, decompile, reverse engineer, or use any other means to attempt to discover any source code or underlying ideas, algorithms or organization of the Service or part thereof (unless expressly disclosed by goodcarbon). |
| (g) | Use or access the Service in a manner that may impact the stability of goodcarbon’s system or may interfere in any way with the performance of goodcarbon’s system. |
| (h) | Use the Service in a manner that breaks or circumvents any of goodcarbon’s technical, administrative, process or security measures or that disrupts or degrades the performance of the Service or that tests the vulnerability of goodcarbon’s systems or networks. |
| (i) | Transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any of goodcarbon’s system or data. |
| (j) | Sub-license, sell, lease, loan or transfer the Service or any Access Information or derive revenues from the use of the Service whether for direct commercial monetary fain or otherwise. |
| (k) | Use automated software mechanisms (such as robots, crawlers, spiders, scrapers) in connection with the Service. |
| (l) | Provide false, incomplete or misleading information or realise fraudulent intentions. |
| (m) | Use existing technical or conceptual errors of the Service to circumvent access blocks, legal prohibitions and/or to harm third parties. |
| (n) | Distribute lewd, offensive, sexually explicit, obscene or defamatory content. |
| (o) | Disseminate content that is likely to promote or support racism, bigotry, hatred, physical violence or unlawful acts, whether implicitly or explicitly. |
| (p) | Harass other participants, e.g. by contacting them personally several times without or against the apparent will of the other participant, unless the participant is demonstrably pursuing legitimate interests of his or her own. |
| (q) | Take any other actions that are likely to impair the smooth operation of the Service. |
| 5.3 | In the event of a violation of Sec. 5.1 or 5.2, goodcarbon is entitled to block inadmissible content or content objected to by third parties or to block the User Account to a reasonable extent from further use until the facts of the case have been clarified. goodcarbon’s termination right pursuant to Sec. 9 remains unaffected. |
| 5.4 | Given the current state of the art, it is impossible to rule out software errors under all conditions in which software is used. goodcarbon will endeavour all reasonable efforts to ensure that its Service is generally usable and operational in conformity with these GTC. |
| 6.1 | goodcarbon is liable to the User only in cases of intent (Vorsatz) and/or gross negligence (grobe Fahrlässigkeit) and/or culpable bodily harm (damage to life, body or health) by its legal representatives or vicarious agents (Erfüllungsgehilfen). |
| 6.2 | goodcarbon shall not be in breach of these GTC nor liable for delay in performing, or failure to perform, the Service if such delay or failure results from events, circumstances or causes beyond goodcarbon’s reasonable control. |
| 6.3 | The User shall indemnify and hold harmless goodcarbon for and from any liabilities, losses, demands, damage, expenses and costs (together, the “Indemnification Claims”), including without being limited to third party claims, directly or indirectly caused by any breach of these GTC by the User or its legal representatives or vicarious agents (Erfüllungsgehilfen), unless the User is not responsible for the incident causing the Indemnification Claims. |
| The remuneration of goodcarbon can be subject to Additional Terms agreed between the User and goodcarbon. |
| 8.1 | With the creation of a User Account, all communication between goodcarbon and the User in connection with these GTC may be made in electronic form via an inbox or by unencrypted email, unless otherwise expressly stated in these GTC or required by law. Emails to goodcarbon shall be sent to support@goodcarbon.earth and emails to the User shall be sent to the email address provided by the User for his User Account. Declarations will not be sent to the User additionally in paper form, unless there is a legal obligation to do so. The User agrees with this way of communication. |
| 8.2 | Any electronic communication made in connection with these GTC will be effective only when actually received in readable form. |
| 8.3 | Any electronic communication which becomes effective, in accordance with Sec. 8.1 and 8.2 above, after 5.00 p.m. in the place of receipt shall become effective on the following business day. |
| 8.4 | The User is obliged regularly check the messages received in its inbox or by email. The User must inform goodcarbon immediately of any discrepancies and irregularities in any communications of goodcarbon, but at the latest within two weeks following receipt. |
| 9.1 | These GTC apply for an unlimited period of time subject to termination pursuant to this Section. |
| 9.2 | Each of goodcarbon and the User may at any time terminate the agreement concluded by these GTC in writing (e-mail or letter) with a notice period of two weeks to the end of the month. The right to terminate the agreement concluded by these GTC with immediate effect (fristlos) for an important reason (aus wichtigem Grund) shall remain unaffected. |
| 9.3 | In addition, goodcarbon may terminate and/or revoke the User’s access to the Service with immediate effect (fristlos) in the event of improper use of the Service. Such improper use shall include, but shall not be limited to: |
| (a) | any violation of material provisions of these GTC by the User; |
| (b) | any use of the Service that is illegal, misleading, infringing other parties’ rights (including intellectual property rights); |
| (c) | any use of the Service that may otherwise than pursuant to paragraph (b) damage or adversely affect goodcarbon’s reputation; |
| (d) | any excessive resource usage that may impact the stability of goodcarbon’s system or may interfere in any way with the performance of goodcarbon’s system. |
| 9.4 | Upon the termination of these Terms becoming effective: |
| (a) | goodcarbon shall make all relevant content available in a standard data format to the User for export or download and shall notify the User accordingly. After 30-days of the User’s receipt of such notification, goodcarbon shall have no obligation to maintain or provide any content to the User. |
| (b) | The User shall delete any software required to operate the Service (as updated from time to time) from its systems and shall confirm such deletion to goodcarbon in writing (email included). |
| (c) | goodcarbon shall continue to be entitled to use and store the User’s content for as long as and to the extent required under applicable laws and regulations. |
| 10.1 | By acknowledging and accepting these GTC, the User expressly authorizes goodcarbon to collect, store, process, forward and use personal and company related data of a User, in each case in accordance with all current and applicable German and European data protection rules, in particular, without being limited to, the German Federal Data Protection Act (Bundesdatenschutzgesetz), the German Telemedia Act (Telemediengesetz) and the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation). |
| 10.2 | The User has the right to object to the processing or use of this data for advertising, opinion research or market research purposes at any time and free of charge. Upon request, the User shall receive information about the data stored about it at any time. |
| 10.3 | The User is entitled, at any time and free of charge, to revoke the consent contained in the Privacy Policy with effect for the future by sending an e-mail to goodcarbon. Any statutory retention obligations, shall remain unaffected by the User’s revocation. |
| 10.4 | Further information and details on data protection can be found in the Privacy Policy available https://goodcarbon.earth/en/privacy. |
| 11.1 | goodcarbon will notify the User of proposed amendments to these GTC no later than six (6) weeks before their envisaged effective date. Each User may, prior to the envisaged effective date, accept or reject the proposed amendments to these GTC or choose to take no action in this respect. The proposed amendments take effect immediately upon acceptance by the User, which can be prior to the envisaged effective date. If the User objects to the validity of the amended GTC before the proposed effective date, the proposed amendments will not take effect with respect to the relevant User. |
| 11.2 | Silence on the part of the User shall only be deemed to be acceptance of the proposed amendments, if the proposed amendments shall restore the conformity of the contractual provisions with a changed legal situation due to: |
| (a) | a change in applicable laws, |
| (b) | a final court decision, also by a court of first instance, or |
| (c) | a binding administrative act. |
| 11.3 | In the case of Sec. 11.2, goodcarbon shall inform the User in the notification of amendment about the significance of such period and the legal consequences of any silence. The User is entitled to terminate these GTC without observing a notice period (fristlos kündigen) prior to the envisaged effective date of their amendment. |
| 12.1 | In relation to any information (written or oral) which is used in or otherwise relates to that Party’s business, customers or financial or other affairs whether or not marked ‘Confidential’ (“Confidential Information”) accessed by or disclosed to any Party (“Recipient”) by or on behalf of another Party (“Disclosing Party”) by, during or in connection with using the Service, the Recipient undertakes to the Disclosing Party: |
| (a) | to keep all such Confidential Information confidential; |
| (b) | not to use any such Confidential Information for any purpose other than the purpose for which it is supplied; |
| (c) | not to disclose any such Confidential Information except to its employees or vicarious agents if and to the extent they need to know such Confidential Information to perform the Recipient’s obligations or in connection with the proper operation of the Service provided always that they will not use any such Confidential Information for any purpose other than the purpose for which it is supplied; |
| (d) | to use its best endeavours to prevent the disclosure of any such Confidential Information by any third party without the prior written consent of the Disclosing Party except for disclosure to access by the Recipient’s professional advisers or as may be required by law or any legal or regulatory authority; |
| (e) | to use a reasonable degree of care to protect all such Confidential Information and in any event not less than the degree of care which the Recipient uses to protect its own Confidential Information. |
| 12.2 | The obligations of confidentiality under this Clause will not apply to any Confidential Information to the extent that the information: |
| (a) | is in, or comes into, the public domain other than as a result of a breach of this Section or any other duty of confidentiality relating to such information; |
| (b) | was, is or becomes available to the Recipient on a non-confidential basis from a person who is not bound by any obligation of confidence in respect of, or otherwise prohibited from disclosing, such information to the Recipient; |
| (c) | was known to the Recipient before its disclosure by the Disclosing Party; or |
| (d) | is developed by or for the Recipient independently of the information disclosed by the Disclosing Party. |
| 12.3 | Each Party will be permitted to disclose any Confidential Information to the extent it is required to do so: |
| (a) | to enable the Recipient to perform its obligations, or exercise its rights; |
| (b) | by any applicable law or by any court, arbitral or administrative tribunal in the course of proceedings before it, any government agency or regulatory body lawfully requesting the same or by the regulations of any stock exchange provided that (to the extent not prohibited by law or order of court, arbitral or administrative tribunal, government agency or regulatory body, or stock exchange regulation) the Recipient promptly notifies and consults with the Disclosing Party in advance in relation to the timing and content of such disclosure; or |
| (c) | in order to give proper instructions to any professional adviser of the Recipient who has an obligation to keep such Confidential Information confidential. |
| 12.4 | The Recipient will comply promptly with any and all reasonable instructions given by the Disclosing Party, from time to time, in connection with the use of all or any of the Confidential Information of or relating to the Disclosing Party. |
| 12.5 | The Recipient will not acquire any right in, or to title to, any Confidential Information belonging or relating to the Disclosing Party. |
| 12.6 | The obligations in this Section will survive the cessation of the Disclosing Party’s and/ or the Recipient’s right to use the Service. |
| 13.1 | Any reference to these GTC shall be construed to include a reference to these GTC as amended or varied from time to time. |
| 13.2 | Unless otherwise specified, references in these GTC to any Section shall be construed as references to such Section of these GTC. |
| 13.3 | Any reference to a legal provision shall be construed as a reference to it as it is in force from time to time, taking into account any amendment, extension or re-enactment and includes the legal provision which it amends, extends or re-enacts. |
| 14.1 | No Party other than goodcarbon may assign, novate or transfer in any way, or charge the benefit of, any of its rights, liabilities or obligations on a temporary or permanent basis to any third party. |
| 14.2 | Should one or more provision contained in these GTC prove to be invalid or unenforceable, this shall not affect the validity of the remaining obligations. This also applies to any gaps. Instead of the invalid or unenforceable provision, or to fill a contractual gap, the Parties obligate themselves to replace the provision in question, or fill the contractual gap, with a provision that comes closest to the intended economic purpose of the provision in question or, as the case may be, the contractual gap. |
| 14.3 | The Parties agree that these GTC, its interpretation and any non-contractual obligations in connection therewith shall be governed by the substantive laws of the Federal Republic of Germany excluding the application of private international law and UN sales law. |
| 14.4 | The courts of Berlin, Germany, shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with these GTC (including a dispute regarding the existence, validity or termination). |
| 1.1 | These PTC of goodcarbon GmbH, registered with the commercial register of the local court of Berlin (Charlottenburg), Germany, under register number HRB 232585 (“goodcarbon”), govern the access to and use of the platform provided and operated by goodcarbon on the website www.goodcarbon.earth (the “goodcarbon Platform”) for the purchase and sale of voluntary carbon credits and other digital assets for climate solutions (the “Instruments”) and the related services provided or accessible through the goodcarbon Platform (the “goodcarbon Platform Services”). |
| 1.2 | goodcarbon will not become a party to any of the purchases and sales facilitated through the goodcarbon Platform and will only broker any purchases and sales of the Instruments. |
| 1.3 | These PTC do not govern the cooperation between goodcarbon and any project proponent of a natural climate solution project (an “Issuer”), the issuance of Instruments by an Issuer, the admission of such Instruments to be offered for sale and purchase on the goodcarbon Platform and the related services provided by goodcarbon. |
| 1.4 | The goodcarbon Platform Services constitute Specific Services for purposes of the general terms and conditions of use of goodcarbon (the “GTC”) and these PTC constitute Additional Terms for purposes of, and apply and shall be construed together with, the GTC available at: goodcarbon.earth/en/terms-and-conditions. Words and expressions defined in the GTC shall, except where the context otherwise requires, have the same meaning in these PTC. If and to the extent these PTC conflict with the GTC, then these PTC will prevail. |
| 1.5 | These PTC, the GTC and any purchase or similar agreements entered into between a goodcarbon Platform User and an Issuer or an affiliate of goodcarbon form the legal framework for selling and purchasing Instruments on the goodcarbon Platform and the access to and use of the goodcarbon Platform Services, as applicable. |
| 2.1 | The admission of a User to purchase and sell Instruments on the goodcarbon Platform, as well as the access to and use of the goodcarbon Platform Services, require the completion of the following: |
| (a) | completion of the onboarding process on the website of goodcarbon under https://goodcarbon.earth/en and https://app.goodcarbon.earth/auth/sign-up and provision of any Identification Information (as defined in Sec. 2.3) requested correspondingly; |
| (b) | the User satisfies the following conditions, unless any such condition is waived by goodcarbon at its discretion: |
| (i) | the User has opened a User Account in accordance with the GTC; |
| (ii) | the User has accepted these PTC; |
| (iii) | the User has accepted the Privacy Policy of goodcarbon; |
| (iv) | the User has accepted the price list of goodcarbon setting out the remuneration of goodcarbon in exchange for the provision of the goodcarbon Platform Services and related costs (the “Price List”); |
| (v) | the User is not incorporated in, or has its registered seat, in any of the jurisdictions (the “Excluded Jurisdictions”) published by the Financial Action Task Force (FATF) on https://www.fatf-gafi.org/. |
| (vi) | the User has specified a bank account held in its name with a regulated bank not incorporated or having its registered seat in an Excluded Jurisdiction and has confirmed to goodcarbon that any payments will be made from or to such bank account; and |
| (c) | goodcarbon has confirmed via e-mail to the respective goodcarbon Platform User that it has been admitted to purchasing and selling Instruments on the goodcarbon Platform and may access and use the goodcarbon Platform Services, (the “goodcarbon Platform Admission Process”). If a User has completed the goodcarbon Platform Admission Process, then such User shall be referred to as a “goodcarbon Platform User” (the User, the goodcarbon Platform User and goodcarbon hereinafter collectively referred to as the “Parties” and each of them a “Party”). |
| 2.2 | goodcarbon reserves the right to extend the Excluded Jurisdictions list at any time following acceptance of these PTC and to block the User Account to a reasonable extent from further use. goodcarbon’s termination right pursuant to Sec. 9.5 remains unaffected. |
| 2.3 | In connection with the goodcarbon Platform Admission Process and thereafter, the User agrees to provide goodcarbon with the information goodcarbon may request for the purposes of identity verification (including video identification), the detection of money laundering and terrorist financing, know-your customer procedures, tax (in particular, value-added tax) related identification and classification and compliance with any applicable law and regulation (together the “Identification Information”) and permits goodcarbon to record any such Identification Information. |
| 2.4 | There is no legal entitlement by any User to the admission for purchasing and selling Instruments on the goodcarbon Platform, the admission of Instruments on the goodcarbon Platform or the access and use of the goodcarbon Platform Services. goodcarbon may, at its own discretion, refuse a User’s admission without giving reasons. This applies, in particular, if a User violates applicable laws or good customs (gute Sitten) or otherwise behaves inappropriately; in particular, racist, discriminatory, pornographic or insulting content will not be tolerated. |
| 3.1 | Subject to the completion of the goodcarbon Platform Admission Process in accordance with Sec. 2 hereof, goodcarbon shall provide to the goodcarbon Platform User the goodcarbon Platform Services, including: |
| (a) | the provision of a technical or manual mechanism for goodcarbon Platform Users to post, view, receive or submit, as the case may be, offers and acceptances with respect to purchase and sale of Instruments and to enable goodcarbon Platform Users to enter into sale and purchase agreements with respect to Instruments issued by an Issuer; and |
| (b) | any ancillary services goodcarbon considers reasonable to support the goodcarbon Platform Services set out in Sec. 3.1(a). |
| 3.2 | goodcarbon intends to provide a bulletin board as part of the goodcarbon Platform Services where goodcarbon Platform Users may, following issuance of the Instruments, enter into sale and purchase agreements on a discretionary basis as between each other. Such bulletin board is not yet part of the goodcarbon Platform Services and the goodcarbon Platform User has no entitlement to the implementation of such a bulletin board; goodcarbon may in its sole discretion decide not to implement and operate such bulletin board. |
| 3.3 | goodcarbon does not provide payment services (including but not limited to the operation of a bank account or the reception and transmission of funds received by a goodcarbon Platform User) to goodcarbon Platform Users as part of the goodcarbon Platform Services. |
| 3.4 | The obligations of goodcarbon are limited to the provision of the goodcarbon Platform Services as set out in Sec. 3.1. In particular, the goodcarbon Platform Services provided by goodcarbon do not include the following which remain the sole responsibility of the respective goodcarbon Platform User: |
| (a) | Any Instrument is only issued or sold by an Issuer or sold or purchased by goodcarbon Platform Users, and any contract entered into by the goodcarbon Platform Users for purchase of an Instrument issued or sold by an Issuer are only entered into between the respective Issuer and goodcarbon Platform Users, and any sale and purchase of an Instrument thereafter isonly entered into between goodcarbon Platform Users, and goodcarbon will not be a party to any such sale or purchase contract; |
| (b) | the verification of the content of, the legal validity, transferability, enforceability or legal qualification of, any Instrument; |
| (c) | the review of the technical set-up of any Instrument including its technical functionalities, transferability and transfer restrictions, the conditions for exercising rights as well as the soundness of the underlying technology, code, licenses, protocols, consensus mechanism, interoperability, incentive mechanism, available applications, system availability, holding and storage of any Instrument; and |
| (d) | the review or inspection of ownership in the Instrument and the rights embedded therein. |
| 3.5 | The availability of the goodcarbon Platform Services to the goodcarbon Platform User is governed by the GTC. |
| 4.1 | It is the sole responsibility of the goodcarbon Platform User that any of its activities is lawful and does not infringe any laws or regulations or rights of third parties. |
| 4.2 | Any goodcarbon Platform User may only purchase Instruments on the goodcarbon Platform that are admitted to be purchased and sold on the goodcarbon Platform by goodcarbon. |
| 4.3 | No goodcarbon Platform User may at any time: |
| (a) | advertise for items not offered on the goodcarbon Platform; |
| (b) | collect any fees or commissions from other goodcarbon Platform Users in addition to the purchase price; |
| (c) | block, overwrite or modify content generated by goodcarbon or other goodcarbon Platform Users or otherwise interfere with the goodcarbon Platform Services; |
| (d) | apply for admission of, or have admitted, any Instrument that is admitted to the goodcarbon Platform, on any other exchange or trading venue of whatever nature without the consent of goodcarbon; and |
| (e) | purchase or sell Instruments admitted to the goodcarbon Platform from or to any person which is not a goodcarbon Platform User. |
| 4.4 | Any goodcarbon Platform User shall ensure that its authorized employees are entitled to issue legally binding declarations for the conclusion of sale and purchase agreements in respect of Instruments as well as any other relevant declarations in connection therewith that are communicated via the goodcarbon Platform and/or to take any other action on the goodcarbon Platform on behalf, and in the name, of the goodcarbon Platform User. Posting and issuing any declarations shall be the sole responsibility of the goodcarbon Platform User. goodcarbon shall not, and does not, act as a representative of the goodcarbon Platform User and shall not, and does not, issue any declarations or take any other actions in the goodcarbon Platform User’s name. |
| goodcarbon is entitled to a remuneration in exchange for the provision of the goodcarbon Platform Services. The remuneration of goodcarbon (including applicable tax) in exchange for the provision of the goodcarbon Platform Services and related costs are set forth in the Price List. |
| Any Instrument issued or sold, or offered to be issued or sold by an Issuer on the goodcarbon Platform is sold and purchased, or shall be issued and purchased, pursuant to, and in accordance with, separate and specific terms for the initial sale and purchase of Instruments governing the relationship between the Issuer and a goodcarbon Platform User as published on the goodcarbon Platform from time to time or as provided separately. The respective Issuer shall be solely responsible for the content of the offer and the appropriate extent of information for such offer on the goodcarbon Platform. |
| Platform Users will not knowingly contact Issuers with respect to carbon offset transactions (unless first providing evidence to goodcarbon that the Platform User was in conversation with such Issuer prior to accepting these T&C) or in any other way attempt to circumvent the Platform Services. |
| All fees, taxes, charges and expenses in connection with, or resulting from, any Instrument (or any payments made in respect of any Instrument) or the sale and purchase of any Instrument on the goodcarbon Platform shall be borne by the respective goodcarbon Platform User, as applicable. |
| 9.1 | Each goodcarbon Platform User makes the representations set forth in Sec. 9.2 to goodcarbon and each goodcarbon Platform User at the time of (unless provided otherwise): |
| (a) | entry into these PTC, |
| (b) | accessing the goodcarbon Platform, |
| (c) | initiating a sale or purchase of an Instrument on the goodcarbon Platform and/or |
| (d) | entry into a sale and purchase agreement with respect to an Instrument. |
| 9.2 | Each goodcarbon Platform User represents: |
| (a) | It has complied with and is compliance with each of the conditions set out in Sec. 2.1(b). |
| (b) | It is not insolvent. |
| (c) | It is in compliance with the GTC and the PTC. |
| (d) | It is duly authorized and has all relevant registrations and licenses, if any, to purchase and sell Instruments on the goodcarbon Platform and perform its obligations in connection with the GTC, the PTC and any sale and purchase agreement it has entered into with respect to an Instrument. |
| (e) | It is in compliance with all applicable laws. |
| (f) | In case of 9.1(c) and 9.1(d): It is aware of, has read and understood, and agrees with any ‘Risk Factors’ provided separately on the goodcarbon Platform. |
| (g) | It will without undue delay inform goodcarbon if any of representations set out in this Sec. 9 are no longer true and accurate in any material respect. |
| 9.3 | Each goodcarbon Platform User in its capacity as seller makes the representation set forth in Sec. 9.4 to goodcarbon and each goodcarbon Platform User at the time of: |
| (a) | initiating a sale of an Instrument on the goodcarbon Platform, and/or |
| (b) | entry into a sale and purchase agreement with respect to an Instrument. |
| 9.4 | Each goodcarbon Platform User in its capacity as seller represents that the sale and transfer of the Instrument and the rights embedded therein is in compliance with, and is not in violation of, any law applicable to the seller or the sale of the Instrument or any rights embedded therein. |
| 9.5 | Each goodcarbon Platform User in its capacity as purchaser makes the representations set forth in Sec. 9.6 to goodcarbon and each goodcarbon Platform User at the time of: |
| (a) | initiating a purchase of an Instrument on the goodcarbon Platform and/or, |
| (b) | entry into a sale and purchase agreement with respect to an Instrument. |
| 9.6 | Each goodcarbon Platform User in its capacity as purchaser represents that the purchase and transfer of the Instrument and the rights embedded therein is in compliance with, and is not in violation of, any law applicable to the purchaser of the Instrument. |
| 10.1 | goodcarbon may take one or more of the following measures upon becoming aware of specific circumstances that a goodcarbon Platform User violates legal regulations, third party rights, these PTC and/or the GTC: |
| (a) | deletion of offers and acceptances with respect to the purchase and sale of Instruments and any other content relating to a goodcarbon Platform User; |
| (b) | warning of goodcarbon Platform Users; |
| (c) | delay of offers and acceptances with respect to the purchase and sale of Instruments and any other content relating to a goodcarbon Platform User; |
| (d) | restriction of activities on the goodcarbon Platform, in particular restriction of purchase activities. |
| 10.2 | When choosing a measure, goodcarbon shall take into account the legitimate interests of the goodcarbon Platform User concerned, in particular whether there are specific circumstances that the goodcarbon Platform User was not at fault with regard to the respective violation. |
| 10.3 | goodcarbon may permanently ban a goodcarbon Platform User from accessing the goodcarbon Platform and the goodcarbon Platform Services, if: |
| (a) | it is necessary to protect the legitimate interests of other goodcarbon Platform Users; |
| (b) | the goodcarbon Platform User has submitted false information during the goodcarbon Platform Admission Process; |
| (c) | the goodcarbon Platform User has caused significant damage to another goodcarbon Platform User; |
| (d) | the goodcarbon Platform User repeatedly violates these PTC or the GTC; or |
| (e) | another important reason (wichtiger Grund) arises. |
| 10.4 | After a goodcarbon Platform User has been permanently banned, the goodcarbon Platform User has no legal right to be subsequently admitted to purchase Instruments on the goodcarbon Platform or to access the goodcarbon Platform Services. |
| 10.5 | These PTC may terminate in accordance with the provisions set out in the GTC. |
| 10.6 | If the due diligence obligations under applicable German anti-money laundering laws with regard to a goodcarbon Platform User cannot be fulfilled, goodcarbon may terminate these PTC for an important reason (aus wichtigem Grund) without notice (fristlos). |
| 10.7 | These PTC terminate automatically at such time as a termination of the GTC becomes effective. |
| 10.8 | Upon the termination of these PTC or an automatic suspension becoming effective: |
| (a) | goodcarbon will delete any offers and acceptances in respect of the purchase of Instruments which have not yet expired from the goodcarbon Platform. |
| (b) | goodcarbon shall make all relevant content available in a standard data format to the goodcarbon Platform User for export or download and shall notify the goodcarbon Platform User accordingly. After 30-days of the goodcarbon Platform User’s receipt of such notification, goodcarbon shall have no obligation to maintain or provide any content to the goodcarbon Platform User. |
| 10.9 | The goodcarbon Platform User shall delete any software required to purchase Instruments on the goodcarbon Platform and to access the goodcarbon Platform Services (as updated from time to time) from its systems and shall confirm such deletion to goodcarbon in writing (email included). |
| 10.10 | goodcarbon shall continue to be entitled to use and store the goodcarbon Platform User’s content for as long as and to the extent required under applicable laws and regulations. |
| The data protection provisions set out in the GTC apply. |
| The provisions on amendments set out in the GTC apply. |
| 13.1 | Any reference to these PTC shall be construed to include a reference to these PTC as amended or varied from time to time. |
| 13.2 | Unless otherwise specified, references in these PTC to any Section shall be construed as references to such Section of these PTC. |
| 13.3 | Any reference to a legal provision shall be construed as a reference to it as it is in force from time to time, taking into account any amendment, extension or re-enactment and includes the legal provision which it amends, extends or re-enacts. |
| 14.1 | No Party other than goodcarbon may assign, novate or transfer in any way, or charge the benefit of, any of its rights, liabilities or obligations on a temporary or permanent basis to any third party. |
| 14.2 | Should one or more provision contained in these PTC prove to be invalid or unenforceable, this shall not affect the validity of the remaining obligations. This also applies to any gaps. Instead of the unenforceable provision, or to fill a contractual gap, the Parties obligate themselves to replace the provision in question, or fill the contractual gap, with a provision that comes closest to the intended economic purpose of the provision in question or, as the case may be, the contractual gap. |
| 14.3 | The Parties agree that these PTC, their interpretation and any non-contractual obligations in connection therewith shall be governed by the substantive laws of the Federal Republic of Germany excluding the application of private international law and UN sales law. |
| 14.4 | The courts of Berlin, Germany, shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms (including a dispute regarding the existence, validity or termination). |