§1 Scope of application
1. the following General Terms and Conditions apply in the version valid at the time the order is placed for all business relationships of the company natureOffice GmbH, Steubenhof 1, 65207 Wiesbaden (“natureOffice”).
2. natureOffice's services, offers and products are provided exclusively on the basis of these terms and conditions, unless expressly agreed otherwise. Deviating, conflicting or supplementary general terms and conditions of the client shall only become part of the contract if and insofar as natureOffice has expressly agreed to their validity in writing. This requirement of consent shall apply in any case, i.e. even if natureOffice has not expressly objected to deviating general terms and conditions of the Client.
3. the priority of the individual agreement remains unaffected; only the legal representatives are authorized to represent natureOffice. However, individual agreements made prior to the conclusion of the contract shall only be binding if they have been 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 the agreed services
1. unless a separate contractual document has been negotiated, a contract is concluded by an express confirmation of an offer from natureOffice marked as binding. If a contract is concluded on the Internet, the payable order is deemed to be an express confirmation. A confirmation by the client with extensions, restrictions or other changes is deemed to be a rejection combined with a new application; a contract is only concluded in this respect if natureOffice accepts the new application in writing or begins with the services without reservation.
2. unless otherwise regulated by written agreements between the parties, the content and scope of the task, the procedure and the services to be provided by natureOffice are based exclusively on the (confirmed) offer letter from natureOffice. The nature and scope of the services are characterized by the individual features of each project. When concluding a contract on the Internet, the services selected by the client prior to placing the chargeable order are 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 the order placement, a written framework agreement can be concluded.
3. if services cannot be provided 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 if disruptions occur 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 fulfillment of the contract.
4. changes, additions or extensions to the task, the procedure and the services to be provided by natureOffice after 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 time after completion of the order.
§3 Duty of the client to provide information 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 notification and the relevance of the information are based in particular on the offer letter and any project plan.
2. natureOffice is under no obligation to verify the information provided by the client.
§4 Safeguarding independence
The contracting parties mutually undertake to take precautions that are suitable to prevent the independence of the contracting parties and employees of natureOffice from being jeopardized. This applies in particular to offers by the client for employment or acceptance of orders on his own account.
§5 Protection of natureOffice's intellectual property, copyright and rights of use
1. the client is obliged to ensure that the offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers and the like prepared by natureOffice, its employees and cooperation partners in the course of the order are only used for order purposes.
2. natureOffice's professional statements may not be used by the client for advertising purposes without the prior agreement and consent of natureOffice. A violation of this entitles natureOffice to terminate all contracts without notice, whereby the client shall then owe the agreed fees in full.
3. natureOffice alone shall be entitled to all rights, in particular the copyright, to the results generated and services provided by it during the fulfillment of the contract, unless otherwise stipulated in these GTC or a specific contractual provision.
4. in view of the fact that the results and services produced 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 specified in the contract, even after payment of the fee. Any disclosure and/or unlawful use shall entitle natureOffice to assert claims for damages.
§6 Warranty
1. natureOffice shall fulfill its obligation to fulfill the order to the best of its knowledge and belief. It will provide all services in the interests of the client, but is dependent on the cooperation of the client with regard to the accuracy, completeness and truthfulness of its work. In particular with regard to the data collected and other economic specifications, natureOffice is bound to implement the client's specifications and assumes no liability for the accuracy, completeness and truthfulness of the results obtained, insofar as these are based on information provided by the client or result from information provided by the client.
2. natureOffice shall rectify, free of charge, any inaccuracies and errors in the provision of its services for which it is responsible that subsequently become known.
3. natureOffice assumes no warranty for the commercial applicability and usability of the work results achieved.
§7 Liability
1. natureOffice and its employees shall act with due care in the provision of the services and on the basis of the current state of their professional knowledge and experience.
2. natureOffice, its legal representatives and vicarious agents shall be liable 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, for intent and any negligence, but in the case of simple negligence limited to the foreseeable damage typical for the contract.
3. natureOffice, its legal representatives and vicarious agents shall only be liable to the client for damages caused by intent or gross negligence. In the event of gross negligence, liability for indirect damages and consequential damages (in particular business interruptions, production downtimes, loss of profit and futile expenses) is excluded.
4. the above limitations or exclusions of liability shall not apply in the event of intent, injury to life, limb or health or in the event of claims under the Product Liability Act.
§8 Obligations and confidentiality
1. natureOffice, the client and any partners consulted undertake to maintain secrecy about all business secrets that become known to them in connection with the contractual relationship and also to oblige their employees to maintain secrecy.
2. the obligation to maintain confidentiality in accordance with paragraph 1 shall also apply for the period after termination of the contract. Exceptions to this are cases in which there is a legal obligation to provide information.
3. natureOffice recognizes all data collected by natureOffice in the course of a business relationship as particularly worthy of protection. The processing of the data collected outside the project by natureOffice or its partners is for internal purposes only. The data collected will only be processed anonymously for the purpose of improving procedures, statistical evaluations or the creation of new procedures.
§9 Fee entitlement and travel expenses
1. natureOffice is entitled to payment of an appropriate fee by the client in return for the provision of its services. Insofar as the fee is not regulated by written agreements between the parties, the amount of the fee shall be based on the (confirmed) offer letter. If the contract is concluded on the Internet, the amount of the fee shall be based on the range of services displayed prior to the chargeable order.
2. half of the fee is due 14 days after order confirmation and payable to the account specified by natureOffice, unless otherwise agreed in writing or otherwise stated in 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. if the contract is concluded on the Internet, the full fee is due immediately in deviation from § 9 clauses 2 and 3 and payable to the account specified by natureOffice.
5. if the execution of the order is prevented by the client after the start of the services, natureOffice shall nevertheless be entitled to payment in accordance with Section 9.2. This also applies to contracts concluded on the Internet.
6. natureOffice may make the completion of its services dependent on the full satisfaction of due fee claims.
7. natureOffice shall bear the costs incurred by natureOffice in the performance of the contract due to unavoidable travel. natureOffice is obliged to use public transport (2nd class). If a journey by public transport is not reasonable, natureOffice may charge travel costs in accordance with the applicable statutory mileage allowance. The client must pay any travel costs 14 days after they have been invoiced by natureOffice.
§10 Compensation and emission certificates
If the subject of a contract is also the compensation of CO2 emissions, the following conditions apply, whereby natureOffice acts on the basis of a service contract:
1. natureOffice offers the client a choice of certified climate protection projects from the voluntary emissions trading scheme whose partners are deemed trustworthy. The projects are verified by reputable certification organizations. These organizations are liable for their activities.
2. natureOffice provides the client with a selection of suitable CO2 certificates for offsetting emissions as part of the collaboration. natureOffice also ensures that acquired certificates are managed and retired - i.e. withdrawn from the market. The client has no right to receive certificates himself. However, natureOffice will inform the client of the withdrawal.
3. the client can select a climate protection project or several climate protection projects once. If the client has not provided any information on the selection of a climate protection project, natureOffice may select one at its reasonable discretion. natureOffice uses funds earmarked for offsetting CO2 emissions exclusively to purchase certificates for offsetting the identified emissions in the selected climate protection projects.
4. natureOffice periodically compiles all reported emissions of its customers and purchases certificates for decommissioning when the respective minimum purchase quantities of the certification organizations are reached. This applies in particular to process offsetting (e.g. climate-neutral printing, climate-neutral removals, climate-neutral shipping, etc.). In this case, an individual set-aside certificate is not possible.
5. natureOffice will use an adequate replacement project with the same qualities (e.g. Gold Standard, CCB, VCS) for compensation in the event that a project is not available.
6. unavailability can occur due to declining quality, when the project expires, if the forecast certificate quantities are not achieved or for reasons of a price change or other unforeseeable market impairments.
7 Purchasing and decommissioning shall take place no later than five years after the first notification of emissions, even if the minimum purchase quantities are not reached. The client cannot be held liable for any additional costs incurred as a result of the minimum purchase quantity not being reached. The purchasing 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. If a climate protection project carried out by natureOffice is selected, natureOffice is considered a partner with regard to the implementation of the climate protection project.
9. climate protection combination projects, such as Germany, Austria or the Netherlands plus, are a combination of climate protection and regional commitment, whereby the respective climate protection project (VCS, Gold Standard, etc.) is used to bind, avoid or reduce the determined CO2 emissions. The additional amount collected is used for the additional regional commitment. Which climate protection project is used to bind, avoid or reduce the CO2 emissions depends on the availability in certificate trading and is determined by natureOffice or in individual consultation with the respective customer. natureOffice guarantees that the respective certificates from this combination are also set aside in the registers of climate protection standards.
§11 Severability clause
Should provisions of this contract be wholly or partially invalid or lose their legal validity, this shall not affect the validity of the remainder of the contract. The same applies if a loophole is found in this contract. The invalid provision shall be replaced or the loophole filled by an appropriate provision which, as far as legally possible, comes closest to what the contracting parties intended or would have intended according to the meaning and purpose of the contract if they had considered this point. If the invalidity of a provision is based on a measure of performance or time, deadline or date, a legally permissible measure shall take its place. The contracting parties are obliged to make any necessary changes by formally amending the wording of the contract. In all other respects, the statutory provisions of the BGB of the Federal Republic of Germany shall apply.
12 Applicable law and place of jurisdiction
German law shall apply exclusively to the exclusion of German conflict of laws provisions 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 present 7th revision of the General Terms and Conditions is valid as of June 24, 2021.
June 24, 2021
