§1 Scope of Application

1. The following General Terms and Conditions shall apply in their version valid at the time the order is placed, for all business relations of natureOffice GmbH, Steubenhof 1, 65207 Wiesbaden (“natureOffice”).

2. Unless expressly agreed otherwise, all services, offers and products of natureOffice are provided exclusively on the basis of these Terms and Conditions. Deviating, conflicting or supplementary General Terms and Conditions of the client shall only become part of the contract if and to the extent that natureOffice has expressly consented to their validity in writing. This requirement of consent shall apply in any case, including where natureOffice has not expressly objected to deviating General Terms and Conditions of the client.

3. The priority of individual agreements remains unaffected; only the statutory representatives are authorised to represent natureOffice. Individual agreements made prior to the conclusion of the contract are, however, only binding if they were expressly recorded in text form by both parties at the latest upon conclusion of the contract.

§2 Conclusion of Contract, Subject Matter and Scope of Agreed Services

1. Unless a separate contract document has been negotiated, a contract is concluded by an express confirmation of an offer from natureOffice that has been marked as binding. In the case of concluding a contract online, the order subject to payment is deemed to be an express confirmation. Confirmation by the client with extensions, limitations or other modifications shall be deemed a rejection combined with a new offer; in this respect, a contract shall only be concluded if natureOffice accepts the new offer in writing or begins performing the services without reservation.

2. Unless otherwise regulated by written agreements of the parties, the content and scope of the task, the approach and the services to be provided by natureOffice shall be governed exclusively by the (confirmed) offer letter from natureOffice. The type and scope of the services are characterised by the individual features of each project. In the case of concluding a contract online, the services selected by the client before placing the order subject to payment shall be decisive for the content of the contract. If the full content of the order cannot be estimated, or cannot be fully estimated, at the beginning of placing the order, a written framework agreement may be concluded.

3. If services cannot be rendered because disruptions occur in the client's operations, the client is obliged to remedy the disruptions immediately. The client must notify natureOffice in good time of any disruptions so that the coordination and processing of other projects is not impaired. The same obligations apply in the event that the client does not provide information necessary for the fulfilment of the contract.

4. Changes, additions or extensions to the task, the approach and the services to be rendered by natureOffice after the conclusion of the contract require a written agreement.

5. If a final report in text form has been agreed, the client shall receive this within a reasonable period of time after completion of the order.

§3 Client's Duty of Disclosure, Declaration of Completeness

1. The client shall inform natureOffice in good time and truthfully of all processes, documents and circumstances that are relevant to the execution of the order; this also applies to processes, documents and circumstances that only arise or occur during the order. The timeliness of the information and the relevance of the details depend in particular on the offer letter and any project plan.

2. natureOffice has no obligation to verify the information provided by the client.

§4 Protection of Independence

The contracting partners commit themselves mutually to take precautions suitable to prevent any endangerment of the independence of the contracting parties and employees of natureOffice. This applies in particular to offers made by the client for employment or for taking on assignments on their own account.

§5 Protection of natureOffice's Intellectual Property, Copyright and Usage Rights

1. The client is obliged to ensure that offers, reports, analyses, expert opinions, organisational plans, programmes, performance descriptions, drafts, calculations, drawings, data carriers and the like created in the course of the order by natureOffice, its employees and cooperation partners are only used for the purposes of the order.

2. The use of professional statements by natureOffice for advertising purposes by the client is inadmissible without prior consultation and consent of natureOffice. Any violation of this entitles natureOffice to terminate all contracts without notice, in which case the client shall owe the agreed fees in full.

3. natureOffice alone is entitled to all rights, in particular copyright, to the results generated and services rendered by it during the performance of the contract, unless otherwise regulated in these GTCs or a specific contractual provision.

4. Given that the results and services created are the intellectual property of natureOffice, the right to use them shall apply exclusively for the client's own purposes and only to the extent contractually specified, even after payment of the fee. Any transfer and/or unlawful use that nevertheless takes place entitles natureOffice to assert claims for damages.

§6 Warranty

1. natureOffice shall fulfil its duty to execute the order to the best of its knowledge and belief. It shall render all services in the interest of the client, but is dependent on the cooperation of the client regarding the accuracy, completeness and truthfulness of its work in terms of content. In particular with regard to the data collected and other economic requirements, natureOffice is bound to implement the client's specifications and assumes no warranty whatsoever for the accuracy, completeness and truthfulness of the results compiled in terms of content, insofar as these are based on or result from information provided by the client.

2. natureOffice shall remedy, free of charge, any inaccuracies and errors in its performance that subsequently become known and for which it is responsible.

3. natureOffice does not assume any warranty for the commercial applicability and exploitability of the work results achieved.

§7 Liability

1. In rendering the services, natureOffice and its employees shall act with the diligence customary for it and on the basis of the current state of its professional knowledge and experience.

2. In the event of a breach of material contractual obligations, i.e., obligations which make the proper execution of this agreement possible in the first place and on the observance of which the other party may regularly rely, natureOffice, its legal representatives and vicarious agents shall be liable for intent and any negligence, but in the case of simple negligence limited to the foreseeable damage typical for the contract.

3. Otherwise, natureOffice, its legal representatives and vicarious agents shall only be liable to the client for damage caused by intent or gross negligence. In the case of gross negligence, liability for indirect and consequential damages (in particular business interruptions, production stoppages, lost profits and futile expenses) is excluded.

4. The above limitations or exclusions of liability do not apply in the case of intent, injury to life, body or health, or to claims under the Product Liability Act.

§8 Obligations and Confidentiality

1. natureOffice, the client and any partners called upon commit themselves to maintain confidentiality regarding all business secrets that become known to them in connection with the contractual relationship and to also oblige their employees to maintain confidentiality.

2. The duty of confidentiality pursuant to paragraph 1 shall also apply to the period after the completion of the order. Excluded are cases in which there is a statutory obligation to provide information.

3. All data collected by natureOffice within the scope of a business relationship are recognised by it as particularly worthy of protection. The processing of the collected data outside the project by natureOffice or its partners shall only take place for internal purposes. For the improvement of procedures, statistical evaluations or the creation of new procedures, the collected data shall only be processed in anonymised form.

§9 Fee Entitlement and Travel Expenses

1. As consideration for rendering its services, natureOffice is entitled to payment of a reasonable fee by the client. Unless the fee is regulated by written agreements of the parties, the amount of the fee is determined by the (confirmed) offer letter. In the case of concluding a contract online, the amount of the fee is determined by the range of services displayed before placing the order subject to payment.

2. Half of the fee is due 14 days after confirmation of the order and is payable to the account specified by natureOffice, unless otherwise agreed in writing or otherwise resulting from the offer letter.

3. Unless otherwise agreed in writing, the remaining fee is due 14 days after completion of natureOffice's services and is payable to the account specified by natureOffice. natureOffice will inform the client when all services have been completed.

4. In the case of concluding a contract online, the full fee is due immediately, deviating from § 9 numbers 2 and 3, and is payable to the account specified by natureOffice.

5. If the execution of the order is prevented by the client after the commencement of the services, natureOffice shall nevertheless be entitled to payment in accordance with number 9.2. This also applies to contracts concluded online.

6. natureOffice may make the completion of its services dependent on the full satisfaction of outstanding fee entitlements.

7. The client shall bear the costs incurred by natureOffice through unavoidable travel during the performance of the contract. natureOffice is encouraged to use public transport (2nd class). If a trip by public transport is unreasonable, natureOffice may charge travel costs in accordance with the legally applicable mileage allowance. The client must settle any travel costs 14 days after invoicing by natureOffice.

§10 Offsetting and Emission Certificates

If the subject of a contract also includes the offsetting of CO2 emissions, the following conditions shall apply, whereby natureOffice acts on the basis of a service contract:

1. natureOffice offers the client certified climate protection projects of the voluntary emissions trading scheme for selection, whose partners are deemed trustworthy. The verification of the projects is carried out by renowned certification organisations. These are liable for their activities.

2. natureOffice provides the client with a selection of suitable CO2 certificates for offsetting emissions within the scope of the cooperation. natureOffice also assures that acquired certificates are managed and retired – i.e., withdrawn from the market. The client is not entitled to receive certificates themselves. However, natureOffice shall inform the client of the retirement.

3. The client can select one climate protection project or several climate protection projects on a one-off basis. If the client has not made any selection regarding a climate protection project, natureOffice may select one at its reasonable discretion. natureOffice uses funds intended for offsetting CO2 emissions exclusively to acquire certificates for offsetting the calculated emissions in the selected climate protection projects.

4. natureOffice periodically aggregates all reported emissions from its customers and buys certificates for retirement when the respective minimum purchase quantities of the certification organisations are reached. This applies in particular to process offsets (e.g. climate-neutral printing, climate-neutral removals, climate-neutral shipping, among others). Individual proof of retirement is not possible in this case.

5. In the event of the unavailability of a project, natureOffice will use an adequate substitute project with the same qualities (e.g.: Gold Standard, CCB, VCS) for the offsetting.

6. Unavailability may occur due to declining quality, upon expiry of the project, if the predicted quantity of certificates is not achieved, or due to a price change or other unforeseen market disruptions.

7. The purchase and retirement shall take place, even if the minimum purchase quantities are not reached, at the latest five years after the first reporting of the emissions. The client cannot be held liable for any additional costs arising from the failure to reach a minimum purchase quantity. The purchase risk lies solely with natureOffice.

8. natureOffice does not carry out the climate protection projects itself and has no influence on them. The respective climate protection project is carried out by the respective partner. natureOffice will only conclude contracts with the partners in order to acquire the certificates. Insofar as a climate protection project carried out by natureOffice is selected, natureOffice shall be deemed the partner regarding the implementation of the climate protection project.

9. Combined climate protection projects, such as Germany, Austria or Netherlands plus, are a combination of climate protection and regional commitment, whereby the respective climate protection project (VCS, Gold Standard, or similar) is used for the sequestration, avoidance or reduction of the determined CO2 emissions. The additionally collected amount is used for the additional regional commitment. Which climate protection project is used for the sequestration, avoidance or reduction of CO2 emissions is determined by availability in the certificate trade and is set by natureOffice or in individual consultation with the respective customer. natureOffice guarantees that the respective certificates from this combination are also retired in the registries of the climate protection standards.

§11 Severability Clause

Should provisions of this contract be legally ineffective in whole or in part or lose their legal effectiveness, the validity of the contract shall otherwise not be affected. The same applies in the event that a gap should appear in this contract. In place of the ineffective provision or to fill the gap, an appropriate provision shall be adopted which, as far as legally possible, comes closest to what the contracting parties wanted or would have wanted according to the meaning and purpose of the contract, had they considered this point. If the ineffectiveness of a provision is based on a measure of performance or time, limit or date, a legally permissible measure shall take its place. The contracting parties are obliged to determine any necessary change by a formal amendment of the wording of the contract. In all other respects, the statutory provisions according to the BGB of the Federal Republic of Germany shall apply.

12 Applicable Law and Jurisdiction

German law shall apply exclusively, to the exclusion of German conflict of laws and to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Wiesbaden is agreed as the place of jurisdiction for all disputes arising from or in connection with the contract or its execution.

The General Terms and Conditions listed are valid in the present 7th revision from 24 June 2021.

24 June 2021