Terms & conditions

Global Climate Changer GmbH | Service Terms

September 2021

    1. These Service Terms (“Terms”) apply to all contracts between Global Climate Changer GmbH, Blumenstraße 43, 10243 Berlin, Germany (“Global Changer”) and its customers who are business owners (Unternehmer) within the meaning of § 14 of the German Civil Code (“Customers”) to whom Global Changer provides access to its Services.
    2. These Terms shall govern each ordering document or any online, e-mail or in-app ordering process that references these Terms (each an “Order”). The terms of each Order shall incorporate these Terms and shall form a separate services contract with respect to the Services (as defined below) under that Order (a “Services Contract”). 
    3. These Terms shall also apply as a framework agreement for future contracts with Customer without Global Changer being required to refer to them in each individual case. These Terms shall be deemed to be confirmed by Customer at the latest when Global Changer provides the Services.
    4. These Terms shall apply to the exclusion of all others. Different, conflicting or supplementary standard terms of business of Customer shall only become part of the Services Contract if and to the extent that Global Changer has consented to their application in writing.
    5. Individual agreements made in writing with Customer in specific cases (including ancillary agreements, supplementary agreements and amendments) shall take priority over these Terms.
    6. Where these Terms mention the terms ‘written’, ‘in writing’, ‘written form’ or similar, this shall refer to ‘in writing’ in the sense of § 126 German Civil Code. The electronic exchange of copies of documents signed by hand as well as documents signed with a simple electronic signature (such as provided by e.g. DocuSign or Adobe Sign) shall be sufficient. Un-less expressly stated otherwise in these Terms, simple emails shall not be sufficient..
    7. Any notices and declarations submitted by Customer to Global Changer, including but not limited to notices of termination or setting of deadlines, shall be made at least in text form within the meaning of § 126b of the German Civil Code to be valid (for greater clarity: simple email to be sufficient) if not stated otherwise in these Terms.
    8. References herein to the application of statutory provisions shall be for clarification purposes only. Consequently, statutory provisions shall apply even without such clarification provided that they are not directly amended by or expressly excluded in these Terms.
    1. Subject to the terms and conditions of the Services Contract, Global Changer grants to Customer, during the Initial Service Term and any Renewal Service Term (as defined below), a non-exclusive, non-transferable, non-sublicensable world-wide right and license to use the Global Changer Software which is offered as software-as-a-service including any related websites, spaces, services and applications as designated in the Order (collectively the “Services”) for internal business purposes only (“License”). The number of Licenses is stated in the Order. The Services are offered as prescribed by the Global Changer documentation located at an URL further specified by Global Changer or attached as an exhibit to the Order (as it may be updated from time to time, the “Documentation”).
    2. Customer may permit its employees (collectively “Permitted Users” and any individual using the Services a “User”) provided that (A) Customer has obtained a License covering each such User; (B) Customer shall procure that such Users comply with these Terms and Customer shall remain responsible and liable towards Global Changer for all acts and omissions of such Users; and (C) the Services are used solely for the benefit of Customer.
    1. Customer shall not (and shall not permit any third party to) directly or indirectly: (A) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, make any external commercial use of, outsource, use on a timeshare or service bureau basis, or use in an application service provider or managed service provider environment, or otherwise generate income from the Services; (B) copy the Services onto any public or distributed network; (C) decompile, reverse engineer or disassemble any portion of the Services, or otherwise attempt to discover any source code, object code or underlying structure, ideas, know-how or algorithms or other operational mechanisms of the Services, in each case, unless permitted by mandatory statutory law; (D) modify, adapt, translate or create derivative works based on all or any part of the Services (except to the extent expressly permitted by Global Changer or authorized within the Services); (E) modify any proprietary rights notices that appear in the Services or components thereof; (F) use any Services in violation of any applicable laws and regulations (including any export laws and restrictions, national security controls and regulations) or outside of the license scope set forth in Clause 2; (G) configure the Services to collect (i) any data that is defined as sensitive personal data or ‘special categories of data’ within the meaning of the EU General Data Protection Regulation or any applicable national data protection law or regulation; (ii) passwords or other authentication credentials; (iii) any payment or other financial data, biometric data or genetic data; or (iv) any data relating to a person under the age of sixteen (16) years (collectively, “Prohibited Data”); or (H) use the Services to (i) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware; or (ii) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity; (iii) interfere with or disrupt the integrity or performance of third party systems, or the services or data contained therein; (iv) attempt to gain unauthorized access to the Services or ’s systems or networks; or (v) perform, or engage any third party to perform, penetration testing, vulnerability assessments or other security assessments. 
    2. Customer shall not export or re-export, directly or indirectly, any Services or technical data or any copy, portions or direct product thereof in breach of any applicable laws and regulations. In particular, Customer shall comply with the sanctions imposed by the Federal Republic of Germany, the European Union, the United Nations and with the applicable federal laws of the United States of America, in each case, insofar as this does not result in a violation of or a conflict with § 7 of the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung) or a similar applicable anti-boycott statute. Customer shall, at its own expense, obtain all necessary customs, import, or other governmental authorizations and approvals.
    3. The Services may only be used by Customer as prescribed in the Documentation.
    4. Although Global Changer has no obligation to monitor Customer’s use of the Services, Global Changer may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Clause 3.

Global Changer may grant Customer access to the Services as part of a trial evaluation for a period determined by Global Changer at its sole discretion (“Trial Use”). Global Changer shall have the right to downgrade, limit or otherwise modify the Services provided for Trial Use at any time without notice, and no guarantee, indemnity, Maintenance or Support obligations of Global Changer shall apply to Trial Use. Global Changer has the right to immediately revoke and terminate any Trial Use at any time. Trial Use is not a guarantee of future product features and should not be relied upon in making any purchasing decisions.

    1. Customer represents and warrants that Customer and its Permitted Users shall use the Services only in full compliance with all applicable laws and regulations. 
    2. Customer shall be responsible for obtaining and maintaining any technical equipment and related ancillary services needed to connect to, access or otherwise use the Services at its own cost, including, without limitation, modems, hardware, servers, software, operating systems and networking (collectively “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge.
    3. Customer shall be solely responsible for the content of all data and any other material displayed, posted, uploaded, stored, exchanged or transmitted by Customer or any User on or through the Services (“Content”). 
    4. Global Changer cannot control the information submitted by Customer or Users during their use of the Services and cannot guarantee the accuracy of any information submitted. Global Changer may, without notice or liability, investigate any complaints or suspected violations of the Services Contract that come to its attention and may take legal action and/or technical measures that it believes are appropriate, including, but not limited to, rejecting, refusing to post, or removing any Content, or other data, or restricting, suspending, or terminating Customer’s or any User’s access to the Services.
    5. Customer shall keep the information in the Customer account up to date and correct. Customer shall notify Global Changer promptly of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of the Services. 
    1. Subject to Customer’s payment of the Service Fees set forth in the applicable Order, Global Changer shall provide Maintenance and Support for the Services to the extent specified in the Order. “Support” is defined as Global Changer’s obligation to respond to support requests of Customer with regard to the Services by documenting and troubleshooting issues and providing technical and non-technical assistance. “Maintenance” or “Maintain” means Global Changer’s obligations with regard to the Services related to error resolution, bug fixes and the provision of updates and upgrades made generally available by Global Changer in its sole discretion. 
    2. Support and error resolution queries may be addressed via e-mail through support@globalchanger.com and are processed from Monday to Friday 9:00 am to 5:00 pm (CET), excluding public holidays in the State of Berlin, Germany. 
    3. Global Changer shall use reasonable efforts consistent with prevailing industry standards to Maintain the Services in a manner which minimizes errors and interruptions in the Services.
    4. If Global Changer’s analysis shows that an error notified by Customer has actually not occurred or is not attributable to the Services, Global Changer may charge Customer for the costs demonstrably incurred by Global Changer in connection with such analysis.
    5. The fees for Maintenance and Support are included in the Service Fees. 
    1. Subject to Customer’s payment of the Service Fees set forth in the applicable Order, Global Changer shall make the Services available to Customer in accordance with this Clause 7.
    2. Global Changer shall use reasonable endeavors to ensure, that the Services are available to Customer over the internet, however no less than 99.5% per year (based on twenty-four (24) hours a day and seven (7) days a week) excluding any temporary unavailability for scheduled or for unscheduled Maintenance, either by Global Changer or by third-party providers, and unavailability for causes beyond Global Changer’s reasonable control. Global Changer shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 
    3. Customer is aware and acknowledges that Customer-side access to the Services such as an internet access cannot be guaranteed and that Global Changer shall not be liable for deficiencies in Customer’s own internet connections or equipment.
    1. Subject to these Terms (including payment of any applicable Service Fees set forth in the Order), Global Changer shall provide additional professional services (including consulting, coaching, training, etc.) if and to the extent described in an Order (“Professional Services”). Unless expressly agreed otherwise in writing (simple e-mail not to be sufficient), software development services shall not be considered Professional Services hereunder and shall be provided by Global Changer only under a separate set of terms and conditions.
    2. Unless specified otherwise in the relevant Order, Professional Services are services within the meaning of § 611 German Civil Code. Professional Services shall be rendered on a one-time fee or a time and materials basis. If Professional Services purchased have been consumed, Global Changer shall stop Professional Services until additional Professional Services have been ordered.
    3. Customer shall timely provide any cooperation and information as reasonably required by Global Changer to perform Professional Services. 
    4. With respect to Global Changer’s staff providing Professional Services to Customer no lease of personnel (Arbeitnehmerüberlassung) shall take place. Instructions to Global Changer’s staff must not be given by Customer’s staff or representatives but only by Global Changer’s representatives. Issues arising with Global Changer’ staff which affect Customer and/or Professional Services to be provided must be addressed by the relevant Customer’s contact person to the relevant Global Changer’s contact person. Global Changer’s staff shall not be integrated into the operational organization of Customer. Global Changer shall in its sole discretion decide how and where to utilize its resources (including Global Changer’s staff) and plan its performances under the Services Contract (and the related Order) in accordance with the agreed contents and limits of Professional Services. 
    5. Customer shall reimburse Global Changer for travel and other expenses (at cost) incurred in connection with Professional Services (if any). 
    6. Professional Services shall be performed on business days (a business day means Monday through Friday, excluding public holidays in the State of Berlin, Germany, during normal working hours).
    7. Any dates specified by Global Changer for performing Professional Services are non-binding planning dates, unless such dates are expressly agreed by both Parties as binding performance dates. If Global Changer is unable to perform any bindingly agreed Professional Services on time, Global Changer shall inform Customer thereof in writing without undue delay, stating the reasons for the delay and the expected duration of the delay, and Global Changer shall inform Customer of the new scheduled dates. 
    8. If Global Changer is temporarily unable to perform any agreed services for reasons of force majeure, the respective delivery dates shall be postponed by a period corresponding to the duration of the impediment to performance plus a reasonable start-up period. Force majeure shall be understood in particular as strikes, lockouts, pandemics, natural disasters, interruption of power supply as well as other comparable events for which Global Changer is not responsible.
    9. If Customer does not properly cooperate with Global Changer in accordance with Clause 8.3, any dates bindingly agreed for Professional Services specified, shall be postponed by a period corresponding to the delay, without prejudice to the other provisions of the Services Contract.
    10. The cooperation of the Parties hereunder, in particular with regard to Professional Services, builds upon mutual trust between Global Changer and Customer. Therefore, during the Initial Service Term and any Renewal Service Term, and in each case for a period of twelve (12) months thereafter, without Global Changer’s prior written approval, Customer shall not solicit for employment or consultancy any of Global Changer’s employees who participated in the performance of Professional Services.
    1. Customer and Global Changer understand that they have or may disclose to each other business, technical or financial information relating to their business (the “Confidential Information”). Confidential Information of Global Changer includes but is not limited to non-public information regarding features, functionality and performance of the Services. Confidential Information of Customer includes non-public data provided by Customer to Global Changer to enable the provision of the Services or during the use of the Services (“Customer Data”). 
    2. Customer and Global Changer shall take reasonable precautions to protect each other’s Confidential Information, and not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. This shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that Customer or Global Changer respectively can document (A) is or becomes generally available to the public; or (B) was in Customer’s or Global Changer’s respective possession or known by them prior to receipt; or (C) was rightfully disclosed to Customer or Global Changer respectively without restriction by a third party; or (D) was independently developed without use of any Confidential Information or (E) is required to be disclosed by law. 
    3. Notwithstanding anything to the contrary, Global Changer shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Customer Data and data derived therefrom), and Global Changer shall be free (during and after the term hereof) to (A) use such data and information to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Global Changer offerings; and (B) disclose such data and information solely in aggregate or other de-identified form in connection with its business. 
    1. Global Changer and its respective suppliers own and shall retain all ownership and intellectual property rights, including all copyright, database rights, patent, trade secret, trademark and all other intellectual property rights and technical solutions, in and to the Services. Customer acknowledges that the rights granted under a Services Contract do not provide Customer with title to or ownership of the Services. 
    2. Customer shall retain all right, title and interest in and to the Customer Data and any Content, as well as any data that is based on or derived from the Customer Data and any Content. Customer grants to Global Changer during the term of the Services Contract a non-exclusive, non-transferable, sublicensable, worldwide and unlimited right and license to use the Customer Data and any Content solely to the extent necessary for the provision of the Services. Global Changer shall have no liability for the Customer Data and any Content. 
    3. Global Changer reserves the right to implement new versions and upgrades of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice.
    4. Customer agrees that Global Changer may refer to Customer by its trade names and logos, and may briefly describe the Customer’s business, in Global Changer’s marketing materials and website.
    5. Customer may from time to time provide Global Changer with suggestions for new features or functionalities of and with feedback regarding the Services. Global Changer shall be free to take such suggestions or feedback into consideration. Customer grants to Global Changer, without charge, the fully paid-up, perpetual, sublicensable right to exploit such feedback for any purpose.

Customer and Global Changer shall at all times comply with the requirements of any applicable privacy and data protection legislation. In particular, where reasonably required by Customer, Global Changer shall enter into a written data processing agreement with Customer.

    1. Customer shall pay Global Changer the fees described in the Order for the Services and Professional Services in accordance with the terms therein (the “Service Fees”). 
    2. If Customer’s use of the Services exceeds the capacity set forth in the Order (the “Service Capacity”) or otherwise requires the payment of additional fees per the terms of the Services Contract, Customer shall be billed for such usage and Customer shall pay the additional fees as provided herein. 
    3. Global Changer reserves the right to change the Service Fees for the following Renewal Service Term upon at least sixty (60) days prior to the end of the Initial Service Term or the end of the then current Renewal Service Term. 
    4. Unless otherwise specified, Customer shall make all payments via credit card. Global Changer shall provide a secure link to Customer where they can upload the relevant credit card information. Global Changer may offer Customer to make payments via bank wire using the payment details provided by Global Changer. Global Changer may also choose to bill through an invoice, in which case, full payment for invoices must be received by Global Changer fourteen (14) days after the mailing date of the invoice. 
    5. Following notice in text form under § 126b German Civil Code (simple email to be sufficient), Global Changer shall be entitled to suspend Customer’s access to the Services in accordance with § 320 German Civil Code if payments are not received by Global Changer within thirty (30) days of the due date. 
    6. All Service Fees are exclusive of, and Customer shall pay, all taxes, duties, and assessments, however designated, which are levied or imposed upon such Service Fees, excluding only taxes based on Global Changer net income. 
    1. Subject to earlier termination as provided below, the Services Contract begins on the date specified in the Order (“Effective Date”) and shall remain in effect for an initial term as specified in the Order (“Initial Service Term”). The Initial Service Term shall automatically and continuously renew for additional periods, each of which correspond with the Initial Service Term (“Renewal Service Term”), unless either party requests termination of the Services Contract at least thirty (30) days prior to the end of then-current term.
    2. Neither Customer nor Global Changer shall be entitled to terminate the Services Contract for convenience with effect prior to the end of the Initial Service Term or any Renewal Service Term (Ausschluss der ordentlichen Kündigung). Customer’s and Global Changer’s right to immediately terminate the Services Contract for good cause (außerordentliche Kündigung aus wichtigem Grund) shall remain unaffected. Such good cause shall in particular exist, (A) if a party commits a material breach of the Services Contract, and such breach has not been cured within thirty (30) days after receipt of written notice thereof; (B) Customer is in default of payment by more than forty-five (45) days; (C) Customer breaching the use restrictions under Clause 3; or (D) Customer ceases its due payments or suffers a significant deterioration in its asset situation.
    3. Upon termination of the Services Contract or lapse of its Initial Term or Renewal Service Term taking effect, Global Changer will suspend Customer’s access to the Services and delete any Content (if any) in the possession of Global Changer after a period of thirty (30) days. 
    1. Customer has checked that the specification of the Services as described in the Documentation meets his needs and wishes. Customer is aware of the essential functionalities and features of the Services. The extent, nature and quality of the goods and services to be delivered by Global Changer are determined by these Terms, the Order, and the Documentation. Any other information or requirements do only form part of the Services Contract if Customer and Global Changer so agree in writing or if Global Changer so confirms in writing. Product descriptions, illustrations, test programs, etc. represent mere service specifications but do not constitute guarantees (Garantien) or agreements on certain specifications (Beschaffenheitsvereinbarungen). In order to be valid, an agreement on a guarantee requires the written confirmation from a director of Global Changer.
    2. Global Changer warrants (gewährleistet) that the Services will, in all material respects, conform to the functionality described in then-current Documentation for the applicable Services version. In case of a breach of this warranty Global Changer shall be required to use commercially reasonable efforts to modify the Services to conform in all material respects to the Documentation, and if Global Changer is unable to materially restore such functionality within thirty (30) days from the date of written notice of said breach, Customer shall be entitled to terminate the Services Contract upon written notice and receive a pro-rata refund of the unused Services Fees which have been paid in advance (if any) for unused access to the Services. Customer must notify Global Changer in writing of any warranty breaches and Customer must have installed and configured the Services in accordance with the Documentation to be eligible for the foregoing remedy. Any no-fault liability (verschuldensunabhängige Haftung) of Global Changer for the existence of initial errors (anfängliche Mängel) under § 536a German Civil Code shall be excluded. Customer’s claims for damages for a breach of this warranty are subject to the limitations set forth in Clause 16.
    3. Customer agrees and acknowledges that, in order to perform the Services, Global Changer relies on information, documents and other material provided to Global Changer by or on behalf of Customer. As a consequence, Without prejudice to Clauses 16.1 and 16.2, Global Changer shall not be responsible for (a) the correctness, completeness, integrity and accuracy of any such information, documents and other material; (b) any conclusion drawn by Customer or any third party from any statement given by Global Changer based on such information, documents and other material; (c) the technical, scientific, legal and commercial feasibility of any project, product and undertaking of or business transaction pursued by Customer or any third party; and (d) the economic and financial viability of any project, product and undertaking of or business transaction pursued by Customer or any third party.
    4. Under no circumstances shall Customer be entitled to obtain the source code of the Services.
    1. Without prejudice to any other liability of Customer under contract or statutory law, Customer shall defend, indemnify and hold harmless, at its expense, Global Changer and its Affiliates, its suppliers and resellers against any third party claim to the extent such claim arises from or is made in connection with Customer’s breach of Clause 3 or otherwise from Customer’s use of Services, and Customer shall pay all costs and damages finally awarded against Global Changer by a court of competent jurisdiction as a result of any such claim. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with Global Changer respectively, or which is a wholly owned subsidiary of Global Changer respectively, whereby ‘control’ means owning, directly or indirectly, at least fifty-one percent (51%) of the equity securities or equity interests of an entity
    2. In connection with any claim for indemnity under this Clause 15, Global Changer must promptly provide Customer with notice of any claim that Global Changer believes is within the scope of the obligation to indemnify, provided, however, that the failure to provide such notice shall not relieve Customer of its obligations under this Clause 15, except to the extent that such failure materially prejudices Customer’s defense of such claim. Global Changer may, at its own expense, assist in the defense if it so chooses, but Customer shall control the defense and all negotiations related to the settlement of any such claim. Any such settlement intended to bind Global Changer shall not be final without Global Changer’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
    3. Global Changer agrees at its expense to defend Customer against (or, at Global Changer’s option, settle) any third-party claim to the extent such claim alleges that the Services infringe or misappropriate any patent, copyright, trademark, other intellectual property rights or trade secret of a third party, and Global Changer shall pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of any such claim. In the event that the use of the Services is, or in Global Changer’s sole opinion is likely to become, subject to such a claim, Global Changer, at its option and expense, may (A) replace the applicable Services with functionally equivalent non-infringing technology; (B) obtain a license for Customer’s continued use of the applicable Service; or (C) immediately terminate the Services Contract in whole or in part and provide a pro-rata refund of the Service Fees that have been paid in advance for the applicable Services (beginning on the date of termination). The foregoing indemnity obligation of Global Changer shall not apply: (i) if the Services are modified by Customer or any User; (ii) if the Services are combined with other non-Global Changer products, applications, or processes, but solely to the extent the alleged infringement is caused by such combination; or (iii) to any unauthorized use of the Services. The foregoing shall be Customer’s sole remedy with respect to any claim of infringement of third party intellectual property rights and trade secrets.
    1. Global Changer shall be unrestrictedly liable for (A) injury to life, body or health caused by Global Changer, its legal representatives (gesetzliche Vertreter) or assistants in performance (Erfüllungsgehilfen); (B) damage caused intentionally (vorsätzlich) or with gross negligence (grob fahrlässig) by Global Changer, its legal representatives or executive staff; (C) damage caused intentionally by Global Changer’s assistants in performance not mentioned in (B); (D) damage resulting from the absence of any guaranteed (garantiert) characteristics; and (E) claims under the German Product Liability Act (Produkthaftungsgesetz).
    2. Global Changer shall be liable for damage resulting from the breach of its primary obligations (Kardinalpflichten) hereunder by Global Changer, its legal representatives, senior executives or assistants in performance. Primary obligations are such basic duties which form the essence of the Services Contract, which were decisive for the conclusion of the Services Contract and on the performance of which Customer may rely. If the breach of such primary obligation was caused (A) through simple negligence by Global Changer, its legal representatives or executive staff; or (B) through simple or gross negligence by Global Changer’s assistants in performance not mentioned in (A), then Global Changer’s ensuing liability shall be limited to the amount which was foreseeable by Global Changer at the time the respective Service was performed.
    3. Subject always to Clauses 16.1 and 16.2, Global Changer shall not be liable for damage resulting from the breach of non-primary obligations through (A) simple negligence of Global Changer, its legal representatives or executive staff; or (B) simple or gross negligence of Global Changer’s assistants in performance not mentioned in (A).
    4. Global Changer shall not be liable for any loss, damage or harm suffered by Customer that is directly or indirectly caused by Customer’s unauthorized use of the Services to process Prohibited Data.
    5. Global Changer shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken by Customer.
    6. Subject always to Clause 16.1, the total liability of Global Changer arising out of or in connection with the Services Contract, whether in contract or tort or otherwise shall in no circumstances exceed a sum equal to 150% of the total Service Fees paid (plus Service Fees payable) by Customer in the twelve (12) months immediately preceding the event which gave rise to the liability.
    7. Any other liability of Global Changer not covered by this Clause 16is excluded on the merits.
    1. Customer shall ensure that User identities, passwords, and equivalent obtained by Customer in conjunction with registration for the Services are stored and used in a secure manner and cannot be accessed and thereby used by third parties. Customer shall be liable for any unauthorized use of the Services.
    2. Where it is suspected that any unauthorized person has become aware of a User identity and/or password, Customer shall immediately inform Global Changer thereof and also change such User identity and/or password.
    3. Customer shall be liable for losses or damage incurred by Global Changer where Customer intentionally or negligently reveals a user identity/password to a third party or where a user identity and password otherwise become known to an unauthorized party, unless Customer notifies Global Changer immediately upon suspicion that such event has occurred.
    4. Global Changer shall adopt reasonable measures to ensure that the security of the Services meet relevant industry standards. Global Changer’s security measures are set forth in the Global Changer Security Policy, which is available upon request.

Customer may only invoke a right to set-off and assert a right of retention to the extent that its claims have been (A) finally established by a court of law; (B) are uncontested; or (C) have been acknowledged by Global Changer.

    1. Customer may not assign (übertragen) the Services Contract without the prior written approval of Global Changer and any purported assignment in breach of this Clause 19shall be void. Global Changer may at its discretion assign, or transfer to third parties the Services Contract and/or any associated rights in whole or in part. 
    2. Customer shall, at Global Changer’s request, promptly, and in any event within fifteen (15) days, enter into a novation agreement in such form as Global Changer shall reasonably specify in order to enable Global Changer to exercise its rights pursuant to this Clause 19. 

Should any provision of the Services Contract including the Order and these Terms be or become ineffective or invalid in whole or in part, the effectiveness and validity of the other provisions shall not be affected. Such ineffective or invalid provision shall be replaced by a provision which comes as close as legally possible to what the Parties would have agreed, pursuant to the meaning and purpose of the original provision and of the Services Contract if they had recognized the ineffectiveness or invalidity of the original provision. If the ineffectiveness or invalidity of a provision is based on the determination of a certain level of performance or a certain time (deadline or fixed date), such ineffective or invalid level or time shall be replaced by the level or time which comes as close as legally possible to the original level or time. The foregoing shall also apply to any possible omission in the Services Contract including the Order and these Terms that was not intended by the Parties. It is the express intention of the Parties that this savings clause does not just have the effect of shifting the burden of proof but that § 139 German Civil Code is entirely dispensed with.

    1. The Services Contract including the Order and these Terms represent the entire agreement between Customer and Global Changer in respect of its subject matter and supersede and extinguish all prior negotiations, arrangements, understanding, course of dealings or agreements made between the Parties in relation to its subject matter, whether written or oral.
    2. Valid amendments or supplements to these Terms must be made in writing. The same shall apply to any agreement to deviate from or cancel this requirement of written form.
    3. Global Changer may amend and/or update these Terms with future effect from time to time and as necessary for technical, economic or legal reasons provided that this would neither constitute a change affecting the basis of the legal relationship between the Parties nor is equivalent to the conclusion of a new contract. Any revision of these Terms shall be announced to Customer in text form (simple email to be sufficient) no later than six (6) weeks before their proposed effective date. Customer may either approve or object to the revision before their proposed effective date. The revision shall be deemed approved by Customer, unless Customer objects to the revision before their proposed effective date. Global Changer shall expressly inform Customer thereof in the respective announcement.
    1. The Services Contract and any issues, disputes or claims (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
    2. The courts of Berlin (Germany) shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with the Services Contract or its subject matter or formation. 
    1. The person signing or otherwise accepting the Order and these Terms for Customer represents that it is duly authorized by all necessary and appropriate corporate action to enter the Services Contract on behalf of Customer.
    2. Global Changer shall be entitled to retain subcontractors, including third party software suppliers, for the performance of any of its obligations in accordance with the Services Contract.
    3. Customer shall not assign (abtreten) any of its rights or obligations under the Services Contract and these Terms without the prior written consent of Global Changer.
    4. No agency, partnership, joint venture, or employment is created as a result of the Services Contract and Customer does not have any authority of any kind to bind Global Changer in any respect whatsoever. 

Global Climate Changer GmbH
District Court of Berlin Charlottenburg, Germany HRB 218334
September 2021