Cozero T&C

Last updated: 09.08.2024

For the Data Processing Agreement, see https://cozero.io/dpa

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Terms of Service 

1. Scope

1.1 Cozero GmbH, Zionskirchstraße 73a, 10119 Berlin (hereinafter referred to as “Cozero”) operates a business-to-business software-as-a-service platform which allows Customers to collect, evaluate & manage Emission Data in order to optimize their carbon footprint and sustainability communication.

1.2 These Terms of Service (hereinafter referred to as “Terms”) apply to all contracts concluded in the context of the business relationship between Cozero and its Customers in connection with the software-as-a-service solutions offered by Cozero.

1.3 These Terms shall apply exclusively. Differing, conflicting or additional terms and conditions of the Customer shall only become part of the Contract to the extent to which Cozero has expressly agreed to their validity in writing. This requirement shall apply even if Cozero unreservedly begins providing any services despite being aware of the Customer’s own general terms and conditions.

1.4 In case of contradictions between provisions of the Individual Contract and these Terms, the provisions of the Individual Contract shall prevail.

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2. Definitions

The capitalised terms used in these Terms shall have the following meanings:

2.1 “Additional Services” means any additional services (such as Consulting Services) to be provided by Cozero under the Individual Contract.

2.2 “Authorised Users” means any user, that is authorized by the Customer to access and use the SaaS Services within the scope of the Individual Contract.

2.3 “Beta Version” means a feature of the SaaS Services and/or Additional Services, that is explicitly marked as a prerelease, testing or beta version. Beta Versions are provided for testing purposes only and might not fulfil the agreed or expected quality levels as they might for example contain bugs that may cause system or other failure and data loss.

2.4 “Confidential Information” means all information disclosed to one party by the other party, whether in writing, electronically or orally, digitally or in any other form, insofar as such information (a) involves the trade secrets protected under Sect. 2(1) of the German Trade Secrets Act (GeschGehG), and/or (b) relates to the business interests and affairs of the respective party or those of affiliated enterprises within the meaning of Sect. 15 of the German Stock Corporation Act (AktG) and is expressly marked as “confidential” or should be considered confidential due to the nature of the information or the circumstances of its disclosure. Confidential Information includes, but is not limited to, information relating to technologies, inventions, software and/or hardware, new products, intellectual property, know-how, marketing plans, financial situations, business strategies, business relationships, business plans, business calculations, pricing policy or personnel matters of one of the parties. Confidential Information also includes the content of the Individual Contract concluded between the Customer and Cozero.

2.5 “Consulting Services” means individually agreed consulting services, which Cozero provides to the Customer on the basis of an Individual Contract.

2.6 “Contract” is the Individual Contract including these Terms.

2.7 “Contractual Services” are the SaaS Services and/or Additional Services to be provided according to the Individual Contract.

2.8 “Customer” means Cozero’s contractual business partner named in the Individual Contract. Consumers cannot be customers under these Terms.

2.9 “Customer Data” means all profile information and data as well as other content and information that the Customer provides to Cozero in connection with the use of the SaaS Services. Customer Data includes Emission Data.

2.10 “Emission Data” means all non-personal information and data provided by the Customer that serve as a basis to calculate and/or analyze the emission footprint of a Customer, including the information the Customer collects from suppliers and own customers and/or processes by means of the SaaS Services.

2.11 “Feedback” means Customer's opinions, comments or suggestions regarding any possible development, modification, correction, improvement or enhancement of Cozero's software, products and/or services.

2.12 “Force Majeure” means events or circumstances that could not have been foreseen at the time of Contract conclusion despite reasonable care, are beyond Cozero’s sphere of influence, and could not have been avoided or overcome by reasonable measures on the part of Cozero. In particular, these include but are not limited to: a) war and other military conflicts, terrorist attacks, civil war, riots, insurrections; b) currency and trade restrictions, embargoes; c) explosions and fires not caused by Cozero; d) floods, earthquakes, typhoons and other natural disasters or extreme natural events; e) epidemics/pandemics and diseases; f) labour unrest not caused by Cozero, such as industrial action; g) actions, failures to act or measures of a government or official orders; h) faults or failure of operating facilities (or parts thereof) not caused by Cozero, which are necessary for the fulfilment of the Contract.

2.13 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC.

2.14 “Individual Contract” means the contract concluded between the Customer and Cozero for the provision of SaaS Services and/or Consulting Services. An Individual Contract is also a contract that is concluded exclusively online via the Website. In these cases, the Individual Contract comes into effect with the order confirmation from Cozero.

2.15 “Output” means any output or result generated by the SaaS Services.

2.16 “Personal Data” means personal identifiable information as defined in Art. 4 Nr. 1 GDPR.

2.17 “SaaS Services” means the SaaS-based services provided by Cozero by means of a software-as-a-service solution, including Customer information and retention services. A description of the SaaS Services is available at https://wiki.cozero.io/

2.18 “Support Services” means technical Support Services where Cozero will handle errors or faults that occur in the SaaS Service and have been reported to Cozero. An error exists in particular if the SaaS Service does not fulfil the functions specified in the Individual Contract or the service description. An error shall not be deemed to exist if the aforementioned malfunctions occur as a result of improper handling of the SaaS Service and/or breaches of obligations by the Customer.

2.19 “Website” means the Website operated by Cozero, which is available at: https://cozero.io/.

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3. Object of the Contract, Contract Conclusion, Amendments to the Terms

3.1 The object of the Contract is the provision of the SaaS Services as agreed in the Individual Contract as well as the provision of Additional Services, if these are agreed in the Individual Contract.

3.2 Cozero reserves the right to amend or supplement these Terms with effect for the future. Cozero shall inform the Customer about any amendments and supplements by notifying the Customer of the content of the amended or supplemented provisions in text form (e.g. by email or by notification when logging onto the SaaS Services) in advance and with a reasonable period of notice. The amendments/supplements shall be deemed accepted by the Customer if the Customer does not object to the amendments/supplements in text form within four weeks of receipt of the notification. Any changes of these Terms with effect on liability, warranty, confidentiality, applicable law and jurisdiction must be accepted in writing by the Customer to become effective. If the Customer objects to or does not accept the amended Terms, the Contract shall continue to apply unchanged under the previous conditions.

4. Scope of Service, Right to Change

4.1 Cozero shall make the contractual SaaS Services available to the Customer for temporary use via online remote access. For this purpose, Cozero operates the SaaS Services and stores Customer Data on a server which the Customer can access via an internet connection.

4.2 The concrete scope of services and functions of the SaaS Services as well as the scope of other Contractual Services shall be specified in the Individual Contract. A description of the SaaS Services is available at https://wiki.cozero.io/.

4.3 This Contract covers neither the Customer’s connection to the internet and maintenance of the network connection nor the procurement and provision of the hardware required for this on the part of the Customer. The Customer shall be obliged to create and maintain the technical prerequisites for access to the SaaS Services at its own expense and risk.

4.4 The SaaS Services can be used without additional support from Cozero. If the Customer wishes to make use of supporting onboarding services or other services in connection with configuration, customizing, integration, training or adaptation of the SaaS Services a separate assignment and a separate remuneration is required.

4.5 Output generated by the SaaS Service is based on third party information which is beyond the control of Cozero. Cozero is not obliged to review and assess any third party information and is therefore not responsible for the correctness and completeness of the Output, based on third party information.

4.6 Cozero shall take financially and technically reasonable precautions against data loss and to prevent unauthorised access by third parties to Customer Data. In particular, Cozero shall conduct backups, install state-of-the-art firewalls and regularly update virus scanners on the Cozero servers in order to prevent unauthorised access to Customer Data and to prevent the transmission of malicious code (viruses, Trojans, diallers, etc.).

4.7 Cozero continuously develops and enhances the SaaS Services. Updates to the core product shall always be provided to the Customer free of charge. However, in the event of extensive updates and extensions of the functional scope (e.g. the addition of modules) of the SaaS Services, Cozero shall be entitled to classify these as a new product or upgrade and make them available to the Customer for an additional fee. Insofar as Cozero provides such upgrades and extensions free of charge, the Customer shall have no legal claim to their provision. Cozero shall inform the Customer about any discontinuation of the free services.

4.8 Cozero reserves the right to make changes in order to adapt the SaaS Services to the state of the art, changes for optimisation purposes (in particular to enhance user-friendliness), as well as changes to content, insofar as the latter are necessary to correct errors, for updating and completing content, for technically optimising programs or for licensing reasons. If such a change leads to a not only insignificant devaluation of the Contractual Services, the Customer shall be entitled to either demand a reduction of the remuneration in line with the devaluation or terminate the Contract without notice. This right of termination may be exercised within a period of eight weeks from the occurrence of the change.

5. User Account, Access Data

5.1 Cozero shall provide the Customer with access data for the number of Authorised Users agreed upon in the Individual Contract. The Customer shall instruct the Authorised Users to choose a sufficiently secure password and to keep their access data, including the password, secret and to protect this information against unauthorised access by third parties. For security reasons and to prevent misuse, Cozero recommends that Customers change their passwords at regular intervals.

5.2 The sharing of access data and otherwise permitting or enabling the use of user accounts or the SaaS Services by third parties is strictly prohibited.

5.3 The Customer shall be obliged to inform Cozero without undue delay if it is aware of or suspects misuse of access data or passwords. In the event of misuse or suspected misuse, Cozero shall be entitled to block access to the SaaS Service until the circumstances have been clarified and the misuse has ceased. Cozero also reserves the right to change the Customer’s access data for security reasons; in such cases, Cozero shall inform the Customer without undue delay. This shall not affect the assertion of further rights and claims by Cozero, in particular claims for damages.

6. Availability of the SaaS Services (Service-Level Agreement – SLA)

6.1 During the Contract period, the Cozero shall provide the Customer with the SaaS Services with an availability of 99.5% (per calendar year). Availability of the SaaS Services shall be measured at the handover point where the system interfaces with the internet.

6.2 Availability shall be calculated according to the following formula: Availability = (total time - total downtime) / (total time * 100 %)

6.3 The following times shall not be considered when calculating the total downtime:

  • A. Periods of unavailability due to scheduled maintenance work on the SaaS Service.
  • B. Periods of unavailability due to essential unscheduled maintenance work required to eliminate faults; if possible, Cozero shall inform the Customer of this by means of a notice on the Website.
  • C. Periods of unavailability that are due to internet faults or other circumstances beyond Cozero’s control, in particular Force Majeure.

7. Support Services

7.1 Cozero will provide the Customer with Support Services during the Contract period without additional remuneration. Support Services shall be available from Monday to Friday from 9am until 6pm (CET). This shall not apply on days that are public holidays in Berlin or on 24 and 31 December of each year. Requests received outside of these support hours shall be deemed to have been received during the next working day. During business hours, the initial response to all support requests shall occur within no more than 24 hours. All support requests shall be processed as quickly as possible and prioritised according to the following disruption severity levels:

  • A. First severity level: Critical software fault leading to a total failure of the SaaS Services.
  • B. Second severity level: The use of the SaaS Services is considerably limited, as the main features of the SaaS Services are not available.
  • C. Third severity level: Minor faults affecting non-essential features of the SaaS Services.

7.2 Support Services shall not include any Consulting Services or other Additional Services, such as, customizing, integration and training or adaptation of SaaS Services.

8. Consulting Services

8.1 If Consulting Services are agreed in an Individual Contract, these Terms shall apply. The specific scope of Consulting Services and the remuneration shall be regulated in the respective Individual Contract.

8.2 Cozero shall provide the Consulting Services through suitable employees or subcontractors. A right to claim the performance of services by certain persons does not exist. The Customer is not authorized to give instructions to the employees of Cozero.

8.3 Cozero shall determine the manner of service provision itself, unless otherwise agreed. The Customer shall only be entitled to a specific form of presentation of the results if this has been expressly agreed.

8.4 Quality requirements or other performance requirements (e.g. IT security requirements, compliance requirements, programming requirements, documentation requirements) shall only be binding, if they were expressly included at the time of conclusion of the Contract and confirmed by Cozero without reservation. Concrete documentation, such as software parts lists (e.g. software bill of material) or copyright notices (e.g. when using free and open source software) shall only be provided by Cozero if Cozero is legally or contractually obliged to do so.

8.5 Unless otherwise agreed in an Individual Contract, the Customer acquires, upon full payment of the agreed remuneration, a non-exclusive right, unlimited in terms of space, time and content, to use the work results or delivery items (e.g. interfaces, software, concepts, presentations) exclusively in accordance with the respective purpose of the Contract. Without a separate agreement, the Customer is not entitled to reproduce, distribute, make publicly available, process or transfer the work results to third parties. Insofar as the work results or delivery items are software, the Customer shall only receive them in object code. The transfer of the source code requires a separate agreement. The statutory rights of the Customer pursuant to Sections 69d, 69e German Copyright Act (UrhG) shall remain unaffected. Irrespective of the scope of the transfer of rights to the Customer, Cozero is in any case permitted to use ideas, concepts, acquired know-how, etc. for further developments and services, also for other Customers.

8.6 A time schedule as well as milestones in a project serve only as orientation in the project's schedule. Deadlines shall only be binding if they are expressly agreed as binding deadlines; this agreement must be in writing to be effective.

8.7 Changes in performance of Consulting Services shall only become part of the Contract insofar as they are accepted by Cozero in writing. Insofar as a change request has an effect in particular on the contractually agreed remuneration or deadlines, we may demand an appropriate adjustment of the contractual conditions, in particular an increase in remuneration or the postponement of deadlines.

9. Duties of the Customer

9.1 The Customer shall support the execution of the Contract by actively cooperating in an appropriate manner. In particular, the Customer shall be responsible for ensuring, at no charge, all prerequisites within its sphere of operation that are necessary for the proper provision of Contractual Services. This shall include, in particular, the conditions set out in the Individual Contract as well as those specified in this section 9.

9.2 The Customer shall be required

  • A. to create and maintain the technical prerequisites for access to the SaaS Services in its own sphere, particularly with regard to the hardware and operating system software used, connection to the internet and ensuring that its browser software is up to date;
  • B. to take the necessary precautions to secure its systems during the entire Contract period, in particular to use the standard browser security settings and to employ up-to-date protection mechanisms to guard against malware;
  • C. to ensure that the data stored in its user account is always up to date. In the event of changes or inaccuracies in the stored data, the Customer must update or correct this information without undue delay and without being asked.

9.3 The Customer acknowledges, the SaaS Services are not intended to be used as a data storage system for Customer Data uploaded by the Customer. Therefore, the Customer shall not use the SaaS Service as a primary storage for Customer Data and always store the source and/or original data outside of the SaaS Service. However, Cozero will backup and secure any Customer Data generated by the SaaS Service (such as emission reports).

9.4 The Customer shall be required to inform Cozero in text form about any service disruptions (service defects, lack of availability) without undue delay after becoming aware of them, and shall use reasonable efforts to assist Cozero in eliminating the service disruptions.

9.5 Any Output of the SaaS Services shall be subject to further evaluation by the Customer. The Customer shall be especially responsible for assessing the correctness and completeness of the Output for the intended use.

10. Prohibited Use

10.1 The Customer shall be required to use the SaaS Services provided by Cozero only to the contractually agreed extent and for the contractually intended purpose and within the framework of the applicable legal provisions, and to refrain from all actions that could endanger or disrupt the functioning of the SaaS Services.

10.2 In particular, the Customer shall be obliged

  • A. not to use the SaaS Services to create, store or send any content that is pornographic, glorifies violence, is discriminatory, prohibited by law, harmful to young people, in violation of moral standards or harmful to public order and safety;
  • B. not to violate any copyright (e.g. for photos, graphics), trademarks (e.g. logos) and other property rights or other legally protected goods of Cozero or third parties (e.g. personal rights) when using the SaaS Services;
  • C. not to use the SaaS Services to send unsolicited messages that could be considered spam;
  • D. to access the SaaS Services exclusively via the interfaces provided by Cozero;
  • E. to ensure that its information and data transmitted via the SaaS Services are not infected with viruses, worms or Trojans;
  • F. not to use any devices, products or other means that serve to circumvent or overcome technical measures used by Cozero for the prevention of unauthorised use;
  • G. not to use any web crawlers, robots, spiders, site search/retrieval applications or other automated means or comparable technologies to access the SaaS Services or to retrieve or evaluate content.

10.3 The Customer shall be obliged to inform Authorised Users of the above provisions and to ensure compliance with them.

11. Intellectual Property, Rights of Use, Naming of References

11.1 The SaaS Services, including the homepage layout, the graphics and images used, the content as a whole as well as individual pieces of content including the system presentation texts, as well as the software code on which the SaaS Services are based and any work result of Additional Services by Cozero may be protected in whole or in part by copyright or other intellectual property rights. All rights are exclusively reserved by Cozero or Cozero’s licensors.

11.2 In particular, the Customer shall be prohibited from

  • A. reproducing, modifying, adapting, translating, decompiling, disassembling or deriving the SaaS Services, performing reverse engineering, or otherwise attempting to derive the source code underlying the SaaS Services.
  • B. using, evaluating or displaying the SaaS Services in order to construct, modify or otherwise create a network environment, a program, an infrastructure or parts thereof with features comparable to those of the SaaS Services.
  • C. This shall not affect the mandatory legal regulations on permissible use pursuant to Section 69d para. 2 and 3 and Section 69e of the German Copyright Act.

11.3 In accordance with the Individual Contract and the following provisions, the Customer shall be granted the non-exclusive, non-transferable right, limited to the duration of the Individual Contract, to access the SaaS Services and to use work result of Additional Services. This right of use shall be limited to the number of Authorised Users specified in the Individual Contract. Cozero shall be entitled to take technical measures to prevent use beyond the permissible scope, in particular to install access barriers.

11.4 The Customer shall be entitled to all rights to the Emission Data. However, the Customer shall grant Cozero the irrevocable right, free of charge, to collect Emission Data in anonymous form to the extent permitted by law, and to use this to create statistical reports and presentations, to provide and enhance SaaS Services, and to provide enhanced features. The Customer shall have no rights whatsoever to the aggregated data and results, from which no reference to the Customer can be made.

11.5 Cozero shall be entitled to include the Customer in Cozero’s reference list and to name the Customer in a suitable manner as a reference on the Website and in printed and digital marketing and advertising materials. For this purpose, the Customer shall grant Cozero free of charge a non-exclusive, worldwide, non-transferable right to use the Customer’s company name and logo. If using the company name and/or logo is subject to particular requirements, the Customer shall inform Cozero of these without request. The Customer shall be entitled to withdraw the granted right of use at any time, with effect for the future, by submitting a notification to that effect in text form.

12. Remuneration and Payment, Payment Terms

12.1 The remuneration owed by the Customer for the Contractual Services shall be specified in the Individual Contract.

12.2 The remuneration for the Contractual Services shall be paid in advance for the service or billing period specified in the Individual Contract and the subsequent extension periods.

12.3 Unless otherwise expressly agreed in the Individual Contract, invoices issued by Cozero shall be due for payment in full within 7 days after receipt by the Customer. Cozero shall be entitled to send invoices to the Customer by email or to make them available to the Customer online.

12.4 Any set-off of claims by the Customer against claims of Cozero shall only be possible to the extent to which the Customer’s claims are based on a binding court decision or not disputed by Cozero.

12.5 All prices are in euros and – unless they are expressly referred to as gross prices – do not include the statutory turnover tax applicable at the relevant time. Unless expressly stated otherwise, the Customer shall be responsible for all other taxes and duties that apply to the sale and use of the SaaS Services and Additional Services. The Customer shall pay Cozero for the SaaS Services and Additional Services without any deductions for such taxes and duties. If Cozero is obligated to levy or pay such taxes and duties, Cozero shall invoice the Customer for these taxes and duties, unless the Customer submits to Cozero a valid exemption certificate issued by the competent tax office which states that no tax needs to be levied. The Customer shall also be responsible for any bank fees applicable to the payment process.

13. Restriction/Blocking of the User Account

13.1 Cozero reserves the right to temporarily or permanently restrict the Customer’s use of the SaaS Services or to temporarily or permanently block the Customer’s access to the SaaS Services if

  • A. there is concrete evidence that the Customer has allowed or in any other way deliberately enabled an unauthorised third party to use the user account or the access data;
  • B. there is concrete evidence that a breach of one of the obligations under Clauses 10.1 and 10.2 has occurred;
  • C. there is concrete evidence of misuse, unauthorised or fraudulent use of the user account or such use is to be feared on the basis of concrete evidence;
  • D. the Customer fails to pay the remuneration owed within 30 days of the due date, despite a reminder;
  • E. the Customer repeatedly violates other provisions of these Terms despite a warning;
  • F. other circumstances exist that would entitle Cozero to terminate the Contract for good cause.

13.2 When selecting measures according to Clause 13.1, Cozero shall take into account its own operational requirements and liability risks as well as the legitimate interests of any claimants and the Customer (e.g. fault, weight of the breach of duty, risks, statement by the Customer) in an appropriate manner.

13.3 Cozero shall inform the Customer without undue delay of any temporary or permanent restriction or blocking of its user account, stating the reasons.

14. Warranties and Third-Party Rights

14.1 Cozero will keep the SaaS Services free from defects that impair its suitability for contractual or intended use more than insignificantly. The Customer must notify Cozero immediately of the nature and occurrence of any material defects of the SaaS Services.

14.2 Cozero warrants that the contractual use of the SaaS Services does not infringe any third-party rights. The Customer will inform Cozero immediately of the assertion of claims by third parties that they assert against him due to the contractual use of the SaaS Services. Cozero is entitled, but not obliged, to defend or settle the asserted claims at its own expense.

14.3 If the rights of third parties are infringed by the SaaS Services, Cozero will, at its own discretion and at its own expense, (a) provide the Customer with a corresponding right of use or (b) redesign the SaaS Services without infringing third-party rights. If Cozero is unable to provide a remedy, Cozero has the right to terminate the contract without notice. Cozero will take the interests of the Customer into account appropriately when choosing the remedial measures.

14.4 Warranty claims are excluded for such defects that are based on a non-contractual or improper use of the SaaS Services by the Customer.

14.5 Warranty claims become statute-barred after 12 months.

14.6 Cozero is not liable for initial defects regardless of fault; § 536a para. 1 Alt. 1 BGB does not apply. In all other respects, the limitations of liability of these Terms apply.

15. Limitations of Liability

15.1 Cozero shall only be liable without limitation for damages in case of intent and gross negligence on the part of Cozero, its vicarious agents and/or legal representatives. With regard to damages caused by slight negligence, Cozero shall only be liable in case of a breach of an essential contractual obligation. Essential contractual obligations are those obligations whose fulfilment make the correct execution of the Contract in the first place possible and on whose compliance the Customer may regularly rely on. In the event of a breach of such an essential contractual obligation, the liability of Cozero shall be limited to the damages typical for this type of contract which Cozero could have foreseen at the time when the Contract was concluded based on the circumstances known at that time. For an individual case of damage, liability is limited to the amount of remuneration per Contract year, but not less than EUR 10,000.

15.2 Cozero shall be liable for the loss of data in accordance with the preceding paragraph only if and insofar as such a loss could not have been avoided by the Customer through appropriate data backup measures.

15.3 The aforementioned limitations of liability as well as all other limitations of liability contained in these Terms shall not apply in the event of the assumption of express guarantees or to damages resulting from injury to life, limb or health. In these cases, Cozero shall also be liable without limitation for slight negligence. The liability of Cozero under the German Product Liability Act also remains unaffected.

16. Force Majeure

16.1 If Cozero is completely or partially prevented from fulfilling the Contractual Services due to Force Majeure, Cozero shall be released from these obligations for the period and to the extent that Force Majeure prevents its performance.

16.2 As soon as Cozero becomes aware of a situation involving Force Majeure that completely or partially prevents Cozero from fulfilling the Contractual Services, Cozero shall be required to notify the Customer without undue delay and, as far as reasonably possible, to provide the Customer with an estimate of the extent and the expected duration of its inability to perform within 10 working days. If the notification is not issued without undue delay, Cozero shall only be released from its obligation to perform from the point in time when the notification is issued.

16.3 If Cozero invokes Force Majeure, Cozero shall make every economically reasonable effort to minimise the extent of the consequences caused by the Force Majeure for the Contractual Services. Cozero shall regularly inform the Customer in an appropriate manner about the current status as well as the extent and the expected duration of the impediment to performance.

16.4 The Customer shall be released from its payment obligation to the extent that and for as long as Cozero is prevented from fulfilling the Contractual Services due to Force Majeure. Cozero shall refund the Customer any relevant amounts already paid.

16.5 As soon as it becomes known that the Contractual Services cannot be fulfilled, or cannot be fulfilled in full, for more than 3 months due to Force Majeure, each party shall be entitled to terminate the Contract with immediate effect.

17. Confidentiality

17.1 With regard to Confidential Information of the other party, each party shall be obliged to

  • A. keep such information strictly confidential and only use it in connection with the contractual purposes;
  • B. take appropriate confidentiality measures to secure such information against unauthorised access by third parties. This also includes technical security measures that take into account the state of the art (Art. 32 GDPR);
  • C. only disclose or pass on such information to those employees and bodies as well as subcontractors who or which need to know this information for the execution of the Contract, and who or which are subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement;
  • D. not disclose or pass on such information to third parties, unless the third party is a consultant or potential investor of the receiving party and the respective consultant or investor is subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement or is already professionally bound to secrecy.

17.2 The confidentiality obligations shall not apply to Confidential Information that can be proven to

  • have been known or generally accessible to the public before its communication or transfer or becomes known or generally accessible to the public at a later date, as long as there is no breach of a confidentiality obligation;
  • have been already known to the receiving party prior to disclosure by the disclosing party, as long as there is no breach of a confidentiality obligation;
  • have been developed independently by the receiving party without using or referring to the Confidential Information of the disclosing party;
  • have been handed over or made available to the receiving party by an authorised third party, as long as there is no breach of a confidentiality obligation; or
  • be required to be disclosed due to mandatory legal provisions or a decision of a court and/or an authority.

17.3 The confidentiality obligations shall remain in force for a period of 2 years after termination of the Contract.

18. Data Protection

18.1 Cozero shall process Personal Data only in accordance with the documented instructions of the Customer and only for the contractually agreed purposes in accordance with Art. 28(3) GDPR and in accordance with the Data Processing Agreement attached as Attachment DPA. The Data Processing Agreement becomes an integral part of the Contract even without a separate signature. In case of discrepancies between this Contract and the Data Processing Agreement, the Data Processing Agreement shall prevail.

18.2 The Customer, as the controller in the sense of Art. 4(7) GDPR, shall be responsible for the legality of the collection, processing and use of Personal Data and for safeguarding the rights of its employees, customers and suppliers.

19. Feedback

19.1 The Customer may submit Feedback to Cozero regarding Cozero's products and services at any time. There is no obligation to transmit Feedback.

19.2 The Customer grants to Cozero a non-exclusive, perpetual, irrevocable, worldwide, transferable, royalty-free license, with the right to grant sublicenses through multiple tiers under Customer's respective intellectual property rights, to use, publish and disclose Feedback, and to present, perform, copy, make, have made, use, sell and otherwise make available, in any manner and through any medium Cozero chooses. Cozero may use the Feedback, without any restriction or obligation to pay compensation to Customer, for any purpose whatsoever.

20. Contract Term, Consequences of Termination

20.1 The beginning of the Contract, its duration and any ordinary rights of termination shall be regulated in the Individual Contract. This shall not affect the right of extraordinary termination.

20.2 If the Individual Contract does not contain any provision on termination rights, the Contract may be terminated with six months' notice.

20.3 Cozero shall block the Customer’s access to the SaaS Service immediately after termination of the contractual relationship and, at the choice of the Customer, permanently delete or return all of the Customer Data and other content and delete any copies no later than one month after termination of the Contract. This shall not affect any statutory retention periods and it shall not affect Cozero’s right to use Emission Data in an anonymized form. Once erased, the content cannot be restored. It shall be the responsibility of the Customer to ensure that it has backed up or copied all data it requires, in particular Customer Data, before termination of the contractual relationship. At the Customer’s written request, Cozero shall support the Customer in this process in return for appropriate remuneration and make the data available to the Customer on a standard data medium or by way of remote data transmission. The Customer must declare its request at the latest at the time of termination or, in the case of termination by Cozero, immediately after receipt of the notice of termination.

21. Transfer of Rights and Obligations

21.1 Neither party may transfer its rights and obligations arising from the Contract to a third party without the consent of the other party.

21.2 Cozero shall be entitled to transfer the Contract in its entirety to an enterprise affiliated with Cozero within the meaning of Sect. 15 of the German Stock Corporation Act (AktG) as well as to any other third party, provided that this other third party acquires Cozero’s entire business or a substantial part thereof. Cozero shall notify the Customer of a planned transfer at least four weeks in advance in text form. In the event of such notice of transfer, the Customer shall have an extraordinary right of termination at the time when the planned transfer takes effect. In the notice of transfer, Cozero shall point out this right separately to the Customer. Notice of termination must be received by Cozero in text form within 14 days after the Customer receives the notice of transfer.

22. Beta Versions

22.1 Cozero may offer Beta Versions to the Customer free of charge. These Beta Versions are in development and are not final versions, so there may be issues or bugs that arise from using them. The use of the Beta Version is purely voluntary. When using Beta Versions, the Customer agrees that these may contain errors, are not fully functional and are subject to continuous further development. Customers shall have no right to claim the provision of Beta Versions. Cozero will not provide any Support Services for Beta Versions.

22.2 Cozero does not provide any warranty or guarantee on the Beta Version. The Customer uses Beta Versions on its own risk. Especially, the obligations in these Terms regarding (a) the availability of the SaaS Services, (b) the Support Services and the Warranties shall not apply to Beta Versions.

22.3 The availability of the Beta Version may be restricted or terminated at any time and without prior notice.

23. Severability Clause

23.1 If any provision of the Contract is found to be invalid, ineffective, or unenforceable, this shall not affect the validity, effectiveness and enforceability of the other provisions of the Contract. The parties undertake to replace the ineffective provision with a legally permissible provision that comes as close as possible to the purpose of the ineffective provision.

24. Applicable Law and Place of Jurisdiction

24.1 The Contract shall be subject to German law.

24.2 The courts in Berlin shall have exclusive jurisdiction for all disputes arising from or in connection with the Contract.

25. Languages

25.1 These Terms (including the DPA) are drafted in different languages as translation versions, but only the English version shall be binding. In case of any discrepancy between the translation versions and the English version, the English version shall always prevail.

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For the Data Processing Agreement, please visit https://cozero.io/dpa

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