Services Agreement

The following services agreement applies to all uses and transactions concluded on the climeet.events website, subject to the specific conditions indicated in the presentation of the products and services.

RECITALS:

The Provider is Climeet SAS, an online tool to calculate and reduce your event’s carbon emissions.
The Client is your Organisation represented by yourself and/or the registered user, seeking to contract services to the Provider as set out in this Agreement.

Provider and the Client are collectively referred to herein as the Parties and individually as a Party.

NOW IT IS HEREBY AGREED as follows:

PROVISION AND TERMS OF SERVICES

On the basis of this Agreement, Provider agrees to provide, and the Client agrees to pay for, the services mentioned at the conditions set out in Annex I entitled “Client Subscription” (“Services”) and further described herein.

BASIS OF QUOTATIONS

2.1. The quotation made by Provider is based on the information provided by the Client. Provider will perform the Services to the best of its knowledge and capability, and in accordance with the requirements of proper workmanship.

2.1. The Client acknowledges that the Services provided by Provider hereunder are for informational purposes only and do not constitute investment, financial, legal, accounting, tax advice or anything alike and the Client undertakes to obtain appropriate advice from an appropriate independent third party if applicable and, if it is or may be relevant to the carrying out by the provider of the Services, communicate such advice to the Provider.

INFORMATION PROVIDED BY THE CLIENT

In order to execute the Services in accordance with the agreed conditions and timetable, the Client will use its best efforts to provide all information required by Provider accurately and in a timely manner.

TERM

The term of this Agreement will commence upon the Effective Date of this Agreement and will continue for a period of 1 (one) year from the Effective Date (the “Initial Subscription”). At the end of the Initial Subscription and under the condition that the Client does not unsubscribe before the end of the Initial Subscription, this Agreement will be extended automatically for subsequent periods of 1 (one) year and a new subscription period will start (the “Subsequent Subscription(s)”) under the same terms and conditions applicable for the Initial Subscription and further described in Annex I, unless expressly provided herein.

Provider shall have the right to terminate this Agreement at any time by written notice to the Client without having to provide a reason for such termination. By terminating this Agreement under this Clause 4.2., Provider shall make reasonable efforts not to create material inconveniences to the Client. In case of such termination, Provider will return, on a pro rata basis, the Charges paid by the Client for the Services not provided at the date of termination. For instance, if the Provider has terminated the Agreement and before such termination the Client had two unused Climeet credits, Provider shall return the Charges paid for such two Climeet credits, calculated as a difference between the Charges paid for the subscription minus the value of the used Climeet credits under that subscription (the value of each and all Climeet credits under a subscription shall be considered equal). Such termination shall not affect the calculation of an event that is in progress at the date of the termination unless for serious and unexpected reasons, which shall be communicated to the Client in advance.

CHARGES

In consideration of the provision of the Services by Provider, the Client shall pay the subscription charges as set out in Annex I (“Charges”). Provider reserves the right to unilaterally modify the Charges and such modified Charges shall apply automatically for any Subsequent Subscription, unless the Client unsubscribes in advance according to Clause 4.1.

Unless otherwise informed by Provider, the provisions of Clause 5.1 shall apply mutatis mutandis to every invoice issued for the Services based on the Subsequent Subscriptions rendered by Provider pursuant to Clause 4.1.

TAXES

All amounts referred to in this Agreement are exclusive of any applicable GST/VAT chargeable on the supply or supplies for which such amounts form the whole or part of the consideration for GST/VAT purposes. Provider will to the extent permitted by law provide the Client with any additional valid GST/VAT invoice(s) as required for the purposes of this Agreement and, to the extent required by law, will correctly account for any GST/VAT properly due in its jurisdiction.

INTELLECTUAL PROPERTY

All intellectual property of each Party such as copyrights, trademarks, patents, designs and related industrial rights including the respective moral rights shall remain the exclusive property of that Party and no Party will acquire any rights or interests in the other Party’s intellectual property. Provider shall be the owner of any and all intellectual property made, developed, created, invented or generated by Provider pursuant to this Agreement.

Provider hereby grants the Client a non-exclusive, non-transferable, perpetual, irrevocable, royalty free license unlimited to time and place without the right to sublicense, to use all materials provided by Provider pursuant to this Agreement solely for the Client’s own business purposes (which includes the purpose of providing services to its client in the benefit of whom this agreement has been concluded).

The Client hereby grants the Provider a non-exclusive, perpetual, irrevocable, royalty free license unlimited to time and place to use all materials and information provided by the Client pursuant to this Agreement solely for the purpose of providing the Services. Provider may use any and all aggregated and anonymized data from the materials and information provided by the Client for statistical purposes and any other legitimate purposes.

The Client agrees not to alter in any way the materials (“materials » means everything that has been created and generated by Provider under this Agreement in the most general sense, which is normally protected by the Intellectual Property laws), provided that the Client has the right to extract information from the licensed materials for the use in its day-to-day business as specified in Clause 7.2.

The Client declares and agrees that the Client shall not use the services provided herein and the information generated under this Agreement for purposes of developing a product or service that is or might be in direct competition with the Provider with regard to Climeet.

LIMITATION ON LIABILITY

The Parties agree that neither Party shall incur any liability in respect of any failure to perform any obligation under this Agreement, provided Parties notify each other of the occurrence of any such failure or delay as soon as reasonably possible after it becomes aware of such failure or delay.

Provider expressly disclaims any representation or guarantee relating to a particular outcome or intended result of the Services under this Agreement. The Services and any other obligation by Provider is to be performed as an ‘obligation to perform to the best of Provider’s ability’.

Provider’s total liability under or in connection with this Agreement however arising shall be limited to the total amount payable under this Agreement.

Neither Party shall be liable for any loss of income, loss of profits, loss of business, loss of anticipated savings, loss or damage to goodwill or for any indirect or consequential loss.

CONFIDENTIALITY

Each Party receiving Confidential Information (“Receiving Party”) of the other Party (“Disclosing Party”) undertakes that, except with the prior written consent of the Disclosing Party, the Receiving Party shall:

use the Confidential Information of the Disclosing Party only for the purposes of exercising rights or performing obligations in connection with this Agreement;
disclose such Confidential Information only to persons that have a need to know such information in the course of their duties;
protect from disclosure to any third party any Confidential Information; and
treat and maintain in full confidence all Confidential Information in accordance with all applicable laws and regulations.

Upon termination or expiry of this Agreement, the Receiving Party agrees, as directed by the Disclosing Party, to promptly return to the Disclosing Party or destroy all Confidential Information that is in the possession of the Receiving Party.

The Receiving Party acknowledges that damages alone will not be an adequate remedy for the breach of its obligations under this Clause and that the appropriate remedies for such a breach or threatened breach shall include, at the election of the Disclosing Party, orders for specific performance and injunctive relief, in addition to all other remedies available at law or in equity.

The obligations of confidentiality under this Clause shall apply during the term of this Agreement and shall survive notwithstanding the termination of this Agreement for any reason whatsoever and continue in force indefinitely.

For the purposes of this Clause 10, “Confidential Information » means any and all proprietary information, materials and data in any form (whether or not patentable), provided or disclosed (whether or not purposefully) or otherwise discovered by a Party through use of the other Party’s proprietary information, materials or data, including, without limitation, business and process information, trade and business secrets, financial information, marketing and sales information, client and customer information, valuation information, technical information and know-how, computer files, computer printouts, computer programs (in any form), drawings, specifications, formulas, sketches, design details, ideas, evaluations, findings, methods, processes, descriptions, specifications, works of authorship, inventions, research and scientific information or data, unpublished patent applications, and any other information, materials, or data that are of a proprietary nature but excludes information which: (a) was licensed under this Agreement within the limitations provided for and under the condition specified in Clause 7 (b) was previously known to recipient; (c) was in the public domain or becomes generally available to the public through no fault of the recipient; (d) was rightfully in the recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to the recipient.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed and construed in all respects in accordance with the laws of France, without regard to its conflict of laws, principles or rules.

In the event of any dispute or difference arising out of or in connection with or in relation to this Agreement, including any question regarding its existence, validity or interpretation of this Agreement or any of its provisions, both Parties shall endeavour to first settle the dispute informally by agreement between the Parties. Both Parties shall always act in good faith and co-operate with each other to resolve any disputes.

If the Parties do not resolve their dispute within sixty (60) days, then the dispute shall be settled by the French Courts of Paris, the language to be used in the proceedings shall be French and the governing law shall be the laws of France.

Nothing in this Clause 11 shall prevent either Party from having recourse to a court of competent jurisdiction:

for the purpose of seeking a preliminary injunction or such other provisional judicial relief as it considers necessary to avoid irreparable damage; or
circumstances where, if such recourse was not had, the Party would be barred from having recourse to a court of competent jurisdiction at a later date due to expiry of a limitation period in respect of the subject matter of the dispute.

RELATIONSHIP BETWEEN THE PARTIES

Nothing in this Agreement is intended to create an employer/employee, principal/agent, partnership, joint venture, or any other type of arrangement or enterprise between Provider and the Client, other than that of an independent contractor providing Services to the Client.

ASSIGNMENT

The Client shall not assign this Agreement or transfer its liability under this Agreement to any third party without the prior written consent of the Provider. This Clause does not imply that the Client cannot use the outcome of this Agreement to provide the service to its client within the limits and under the conditions specified herein. The Client will be free to use the outcome of the Services as described in Clause 7.

SEVERABILITY

If any term, provision, stated alternative, clause or paragraph of this Agreement shall be void, invalid, illegal or unenforceable for any reason whatsoever, such term, provision, stated alternative, clause or paragraph shall be severable and shall not affect the enforceability or otherwise of any other term, provision, stated alternative, clause or paragraph of this Agreement.

MISCELLANEOUS

The provisions of this Agreement relating to payment, intellectual property, confidentiality, limitation of liability and dispute resolution shall survive notwithstanding the termination or expiry of this Agreement for any reason whatsoever and continue in force indefinitely.

The Client declares that he read and understood in integrality all the General Terms and Conditions displayed on the Provider’s website available at https://climeet.events/ (the “T&C”) and the content of our website (https://climeet.events/) and agrees that, to the extent applicable, such T&C, website content and all their future amendments and additions will automatically apply to and complement this Agreement insofar as this Agreement does not expressly deviate from such T&C / website content; provided that any and all future amendments and additions to such T&C / website content which have an effect on the type of subscription specified in Annex I to this Agreement shall prevail over this Agreement and Annex I to this Agreement shall automatically be updated accordingly, such updates affecting any Subsequent Subscription(s).

CONSENT FOR PERSONAL DATA PROCESSING By signing this Agreement, the signatory representative of the Client (the “Data Subject”) authorises the Provider to control and process his/her personal data for the purpose and within the limits of executing and performing this Agreement (the consent for the control and process of the Data Subject personal data shall be considered to be given for all activities relevant to the representation of the Client’s business necessary for the execution and performance of this Agreement) (the “Consent”). The signatory declares that he/she is aware and well-informed about the consequences of such representation of the Client and declares that is giving the informed and complete Consent for the processing of its personal data with the purpose specified in this Clause CONSENT FOR PERSONAL DATA PROCESSING. The Data Subject shall have the right to withdraw his or her consent at any time by contacting the Provider at the following email address: contact@climeet.events. The withdrawal of Consent shall not affect the lawfulness of processing based on Consent before its withdrawal and in no way shall affect the validity of this Agreement.

The personal data of the Client’s signatory shall consist of identifiables such as name and surname. Other data might be required from the Client to open an account on Climeet and use the Services such as email address and phone number; however, such data shall be considered business data of the enterprise of the Client and the Provider shall not incur any liability in case the signatory of the Client has given its personal data instead of the required (business) data.

EXECUTED as an agreement

ANNEX I

CLIENT SUBSCRIPTION

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Subscription type

Climeet Discovery.
This is Climeet’s one time trial offer.
The client will have all the functionalities described in the services section for the calculation of 1 event.

Start date and term

Start date will be the effective date of payment and will be valid for 1 year or until full use of credit.

Services

The client will have access to the following functionalities of Climeet for the calculation of 1 event :

Mandatory e-learning platform content and evaluation.
Access to data collection sheets to download and upload.
Creation and parameterizing of the event.
Creation of scenarios ahead of the event.
Calculation of the event footprint (physical and digital dimensions).
Real-time emissions reduction recommendations when data is uploaded.
Automatically generated results dashboards and downloadable material once the event calculation is finalised.
Contact details to the Climeet team for technical support and assistance.

Deliverables:

E-learning module
- Module 1 : The global climate context
  - Climate and energy issues
  - The Climate Journey
  - Module 1 multiple choice evaluation
- Module 2 : GHG footprinting
  - What is a GHG footprint
  - The GHG footprint applied to events
  - Module 2 multiple choice evaluation
- Module 3 : Using Climeet
  - Data collection
  - Using Climeet
  - Module 2 multiple choice evaluation
- Data collection template (Excel)
- Event GHG report (PDF)
- Event GHG report (Excel)

Charges

The charges will be applied to the client when they subscribe via Stripe. The charges for Climeet Discovery are €690 exclusive of taxes.

Invoicing and payment schedule

Invoice will be sent via Stripe when subscribing directly on the platform. Payment for Climeet Discovery is upfront in full.

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Subscription type

Climeet Classic.

The client will have all the functionalities described in the services section for the calculation of up to 5 events.

Start date and term

Start date will be the date of payment and will be valid for 1 year (or until all credits have been used) and renewed automatically every year.

Services

The client will have access to the following functionalities of Climeet for the calculation of up to 5 events:

Mandatory e-learning platform content and evaluation.
Access to data collection sheets to download an upload.
Creation and parameterizing of the event.
Creation of scenarios ahead of the event.
Calculation of the event footprint (physical and digital dimensions).
Real time emissions reduction recommendations when data is uploaded.
Automatically generated results dashboards and downloadable material once the event calculation is finalised.
Access to all his finalised calculations.

Contact details to the Climeet team for technical support and assistance.

Deliverables:

E-learning module
- Module 1 : The global climate context
  - Climate and energy issues
  - The Climate Journey
  - Module 1 multiple choice evaluation
- Module 2 : GHG footprinting
  - What is a GHG footprint
  - The GHG footprint applied to events
  - Module 2 multiple choice evaluation
- Module 3 : Using Climeet
  - Data collection
  - Using Climeet
  - Module 2 multiple choice evaluation
- Data collection template (Excel)
- Event GHG report (PDF)
- Event GHG report (Excel)

Charges

The charges will be applied to the client when they subscribe via Stripe The charges for Climeet Discovery are €1900 exclusive of taxes.

Invoicing and payment schedule

Invoice will be sent via Stripe when subscribing directly on the platform. Payment for Climeet Classic can be monthly, quarterly or yearly. If payments are received late, the client will be locked out of his account until payment has been made.

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Subscription type

Climeet Pro.

The client will have all the functionalities described in the services section for the calculation of up to 20 events.

Start date and term

Start date will be the date of subscription and will be valid for 1 year (or until all credits have been used) and renewed automatically every year.

Services

The client will have access to the following functionalities of Climeet for the calculation of up to 20 events:

Contact details to the Climeet team for technical support and assistance.

Deliverables

E-learning module
- Module 1 : The global climate context
  - Climate and energy issues
  - The Climate Journey
  - Module 1 multiple choice evaluation
- Module 2 : GHG footprinting
  - What is a GHG footprint
  - The GHG footprint applied to events
  - Module 2 multiple choice evaluation
- Module 3 : Using Climeet
  - Data collection
  - Using Climeet
  - Module 2 multiple choice evaluation
- Data collection template (Excel)
- Event GHG report (PDF)
- Event GHG report (Excel)

Charges

The charges will be applied to the client when they subscribe via the online payment gateway. The charges for Climeet Discovery are €3900 exclusive of taxes.

Invoicing and payment schedule

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Subscription type

Climeet Parter.

The client will have all the functionalities described in the services section for the calculation of up to 100 events.

After 1 year, if the client does not not resubscribe to Climeet Pro or to a new subscription model (Climeet Classic, Climeet Pro) he will no longer have access to his account. He may regain access to his account after resubscribing.

Start date and term

Start date will be the date of subscription and will be valid for 1 year (or until all credits have been used) and renewed automatically every year.

Services

The client will have access to the following functionalities of Climeet for the calculation of up to 100 events:

Contact details to the Climeet team for technical support and dedicated assistance.

Deliverables:

E-learning module
- Module 1 : The global climate context
  - Climate and energy issues
  - The Climate Journey
  - Module 1 multiple choice evaluation
- Module 2 : GHG footprinting
  - What is a GHG footprint
  - The GHG footprint applied to events
  - Module 2 multiple choice evaluation
- Module 3 : Using Climeet
  - Data collection
  - Using Climeet
  - Module 2 multiple choice evaluation
- Data collection template (Excel)
- Event GHG report (PDF)
- Event GHG report (Excel)

Charges

The charges will be applied to the client when they subscribe via Stripe. The charges for Climeet Discovery are €6900 exclusive of taxes.

Invoicing and payment schedule

Invoice will be sent via Stripe when subscribing directly on the platform. Payment for Climeet Classic can be monthly, quarterly or yearly. If payments are received late the client will be locked out of his account until payment has been made.

to be updated with protective steps/measures against negative publicity/reputational damages etc