Change log for these Terms of Use
CARBON STORE BY COMPENSATE – TERMS OF USE FOR BUSINESSES
In force from 29 April 2022
Updated 15 December 2022 (see change log above)
INTRODUCTION
Welcome to Carbon Store by Compensate! These Terms of Use apply to you as the Client and Compensate when you are accessing or using the Carbon Store Self-Service Platform. Please review the Terms of Use carefully and accept them in order to access and use the Platform.
GENERAL DEFINITIONS
The following general definitions, depending on the context such definitions to include also any singular and plural form and conjugation thereof, shall be applied throughout the Terms of Use.
“Affiliate”: any parent entity (including any and all parents of parents and other holding entities within a single group of entities), any sister entity or any subsidiary entity (including any and all direct and indirect subsidiaries and subsidiaries of subsidiaries within a single group of entities) of a Party.
“Carbon Credit”: a generic term used in the carbon market to mean a tradeable certificate representing 1000 kilograms of CO2 removed or sequestered from the atmosphere or said gases prevented from being emitted into the atmosphere.
“CO2e”: (carbon dioxide equivalent) an umbrella term used in the carbon market to mean carbon dioxide (CO2), and to mean any other greenhouse gases that have a similar effect on the atmosphere as carbon dioxide, all of which are expressed together in an equivalent amount of carbon dioxide.
“Compensable Item”: any product or service or any aspect of Scope 1, 2 or 3 business operations and activities of the Client or its Partner, or a User of either one, the CO2e emissions arising from which may be Offset by the Client or its Partner or a User by way of the corresponding Service.
“Compensate”: Compensate Operations Oy; business ID: 2993434-1; registered office: Mariankatu 5 A, 00170 Helsinki, Finland.
”Compensate Credit”: a unit issued by Compensate to warrant and represent the removal or sequestration of a minimum of 1000 kg CO2 from the atmosphere or the prevention of the emission of the same into the atmosphere, as calculated and amended from time to time by Compensate on the basis of a composition of Carbon Credits in the Project Portfolio, a Project Package or another array of Projects. The price of the Compensate Credit is determined in accordance with the true cost and expense of Offsetting or of taking another climate action in the carbon market to realise the intended effect on the atmosphere, as evaluated and facilitated by Compensate. The current price of the Compensate Credit is shown during the order process in the Platform.
“Client": the contracting partner of Compensate who accesses and uses the Services as well as the Platform and Systems provided by Compensate.
“Client Account”: the online account or mobile account that the Client may sign up for to access and use the Service and Systems.
“Client Content": any kind of communication, personal information and data, images, audio, video, text, computer code and other such material, including direct messages.
“Climate Transaction”: a transaction initiated by the Client, its Partner or a User choosing to Offset the CO2e emissions arising from a corresponding Compensable Item or to take another climate action. In such event a “Climate Transaction Order” is placed, which obliges Compensate to supply the climate effect intended by the Client, Partner or User, and which obliges the Client to pay, or remit from the Partner or a User, to Compensate the payments in consideration as specified during the order process in the Platform.
“Force Majeure”: any of the following causes, when such cause has been reasonably beyond the affected Party’s control: Act of God; war or other severe military operation; severe political unrest; terrorism or severe sabotage; national health or safety emergency; severe natural catastrophe; severe disruption in monetary or payments systems; or severe cyber attack.
“Notice”: a notification issued by one Party to another under these Terms of Use or another related contractual relationship between the Parties. The form and issuance of a Notice is defined in Section 12.6 below.
“Offsetting (CO2e emissions)”: the act of purchasing and cancelling Carbon Credits with the effect of removing or sequestering CO2 from the atmosphere or preventing the emission of CO2 into the atmosphere, so as to make good the emission of CO2 into the atmosphere that has taken place or will take place in the future, or to take other climate action affecting the amount of greenhouse gases in the atmosphere.
“Offsetting Factor”: A multiplier that may be applied, upon availability, to a Climate Transaction Order to affect the magnitude of the climate action. By default, your Climate Transaction comes with a 1.0x Offsetting Factor, which means you’re offsetting what you’re emitting. However, the Platform may allow for different factors as well, such as a 2.0x factor to take even bigger climate action. Conversely, it may allow for smaller factors, such as a 0.5x factor to limit the climate action.
“Party”: either Compensate or the Client depending on the context; both together as the “Parties”.
“Platform”: the Carbon Store Self-Service Platform made available by Compensate to access and use by others in accordance with these Terms of Use.
“Partner”: a company, organisation, entrepreneur or another legal person who is a business partner of the Client to whom the Client resells, leases or otherwise makes available or provides access to any part of the Services.
“Project”: an initiative that carries out measures, which have the effect of removing or sequestering CO2 from the atmosphere or preventing the emission of CO2 into the atmosphere. As a result of such measures, the Project creates Carbon Credits to represent every 1000 kilograms of CO2 so removed, sequestered or prevented. The “Project Portfolio” is a selection of Projects that Compensate offers or otherwise makes generally available for the Client or its Partner or a User. “Project Package” is a tailored selection of Projects that Compensate and Client agree upon separately in relation to a specific Service or that the User may opt for, upon availability, in connection with a specific Climate Transaction.
“Representative”: a director, manager, employee, consultant, agent, adviser, appointee of power of attorney or another legal or natural person who acts on behalf of, or to the benefit of another in a legal or factual capacity.
“Scope (1, 2 and 3)”: (of CO2e inventory) a designation used in the carbon market to denote a certain operation or activity in a business value chain from which CO2e emissions arise. Scope 1: direct CO2e emissions that occur from sources that are controlled or owned by an organisation (e.g. emissions associated with fuel combustion in boilers, furnaces, vehicles). Scope 2: indirect CO2e emissions associated with the purchase of electricity, steam, heat, or cooling. Scope 3: emissions resulting from activities from assets not owned or controlled by the reporting organisation, but that the organisation indirectly impacts in its value chain.
“Services”: one or several services that Compensate provides to the Client by way of the Carbon Store Self-Service Platform or a related service channel, with the intention to Offset CO2e emissions or to take other climate action.
“Systems”: every kind of automatic or manual information technology processes and services, software and applications, networking solutions, communications processes and platforms, as well as any other data and information that Compensate operates, maintains, owns, possesses or otherwise controls. The term also includes any and all websites, Mobile Apps, social media accounts and other user interfaces that Compensate publishes and maintains.
“Terms of Use”: the provisions contained in this document and the Privacy Statement (
“User”: a customer or another natural or legal person who purchases or otherwise receives goods and services provided by the Client or its Partner, to whom the Client or the Partner offers the possibility to Offset CO2e emissions arising from Compensable Items in connection with such a transaction.
ARTICLE 1. ACCEPTANCE; PRE-CONTRACTUAL WARRANTIES AND REPRESENTATIONS
1.1 The Client shall review and accept these Terms of Use together with Compensate's Privacy Statement (
1.2 Prior to and upon accepting these Terms of Use the Client shall warrant and represent that:
1.2.1 it is established in accordance with the laws of any applicable jurisdiction, and it shall be legally able to enter into a binding agreement with Compensate;
1.2.2 it is a company, organisation, entrepreneur or other non-consumer and that it is not acting in the legal capacity of a consumer in any applicable jurisdiction; and
1.2.3 it is not engaging in any industry or business activity that creates, by its nature, excessive amounts of avoidable greenhouse gas emissions and is therefore essentially incompatible with the purpose and objectives of the Services; especially in the fossil fuel industry and business activity as defined by and excluded from the Science-Based Targets Initiative (SBTi) (
1.3 Any person acting as the Representative of the Client shall represent and warrant that they hold the necessary legal and organisational authority to represent the Client.
1.4 Any attempt or act to access or use any part of the Platform or Systems shall constitute a legally binding acknowledgement and acceptance of these Terms of Use, and it shall create a legally binding contractual relationship between the Parties governed by and construed in accordance with the Terms of Use. Such attempt or act shall also include any downloading or installing of software or browsing of website relating to the Platform or the Systems, as well as placing a Climate Transaction Order or creating or logging in to a Client Account.
ARTICLE 2. BACKGROUND AND PURPOSE OF THE CONTRACTUAL RELATIONSHIP
2.1 The Client wishes to Offset CO2e emissions or to take other climate action, or to facilitate doing any of the preceding by others. Compensate wishes to provide the Client with a choice of Services by way of the Carbon Store Self-Service Platform in order to Offset such emissions or to take other climate action, or to facilitate doing any of the preceding by others. These mutually aligned interests are conjoined in these Terms of Use, which enter into force and become legally binding between the Parties upon review and acceptance by the Client in accordance with Article 1 above.
2.2 All aspects of the Services shall be governed by and construed in accordance with the provisions of these Terms of Use.
ARTICLE 3. ACCESS AND USE
General
3.1 The Services as well as the Platform and Systems are only intended for access and use by companies, organisations, entrepreneurs and other non-consumers. The Client shall not access and use the foregoing in the legal capacity of a consumer.
3.2 The Platform and the Systems shall only be accessed and used in accordance with these Terms of Use, the applicable laws and good manners, and only for the purposes stated in these Terms of Use.
3.3 Unless otherwise stated in these Terms of Use, the Platform and the Systems may not be accessed or used to:
3.3.1 bypass or attempt to bypass any of the features of the Platform or Systems related to controlling usage or preventing copying;
3.3.2 study, scan, or test any vulnerabilities in the Platform or Systems;
3.3.3 use any data mining, robots, or other corresponding data collection or data analysis methods;
3.3.4 use robots or scripts or other automated methods to access or use the Platform or Systems;
3.3.5 use, copy, sell, rent, transfer, license, or otherwise offer the Platform or Systems to third parties;
3.3.6 interfere in other Users’ access or use of the Platform or Systems;
3.3.7 reverse engineer, decompile, open, or otherwise attempt to source code of the Platform or Systems or ancillary technology in whole or in part;
3.3.8 create Client Accounts for the Platform or Systems using false identities or another person’s identity;
3.3.9 access or use the Platform or Systems via any user interfaces other than those provided by Compensate;
3.3.10 access or use the Platform or Systems in violation of applicable legislation;
3.3.11 access or use the Platform or Systems in a way that violates the intellectual property rights, business secrets, or privacy of third parties;
3.3.12 access or use the Platform or Systems for unauthorised, inappropriate, or unethical purposes or activities;
3.3.13 access or use the Platform or Systems for transferring material that includes adware, malware, or spyware, software viruses, or any other computer code designed to disrupt, destroy, or restrict the functioning of computer software or hardware;
3.3.14 modify or cause modifications to files that are part of the Platform or Systems without Compensate's written consent;
3.3.15 take action that Compensate reasonably considers contradictory to the spirit or purpose of the Platform, or abuse Compensate's customer support services;
3.3.16 attempt to purchase or sell the Client Account or provide or rent it to another party, create Client Accounts on behalf of anyone other than the Client itself, or enter untrue or outdated personal or contact details, or access or use the Platform or Systems if the Client Account has previously been deleted by Compensate or if the Client has previously been blocked from using a the Platform or Systems; and/or
3.3.17 access or use the Platform or Systems to advertise or convey any commercial advertisements to anybody, including chain letters, advertisements, or spam, or repeated or misleading messages.
3.4 Compensate shall be entitled to reasonably determine, on a case-by-case basis, which activities are to be considered to be in breach of these Terms of Use.
Client Account
3.5 Compensate shall be entitled, at its discretion, to require that the Client register at a minimum an anonymous Client Account in the Platform. Otherwise, the Client may opt to do so upon availability.
3.6 Upon creating a Client Account, the Client shall enter correct and current information as requested during the sign-up process. The Client shall update its information in the Client Account as warranted. The Client shall keep any username, password and other access credentials (each separately or together as the “Login Details”) safe and confidential. The Client shall not reveal its Login Details to third parties or allow them to access or use its Client Account. If the Client has reason to believe that the security of its Client Account has been compromised (for example, in case of theft or loss of any part of the Login Details), the Client shall notify Compensate immediately and change its Login Details without delay. The Client shall be responsible for any use of the Client Account, including any placements of Climate Transaction Orders or other purchases.
Client Content
3.7 By uploading, sending or transmitting to, or sharing with Compensate or third parties, or otherwise causing to be included in the Platform or Systems, any type of Client Content the Client and its Representative or another person accessing or using the Platform in connection with the Client shall certify that the uploading, sending, transmitting or sharing as well as the Client Content are:
3.7.1 free from errors, misleading information and confidential information;
3.7.2 lawful and consistent with the Terms of Use, and does not violate third-party rights, and that the Client has received permission to send or upload the information from the party whose personal data or intellectual property rights are concerned by the material; and
3.7.3 safe in the sense that it does not contain viruses, adware, spyware, worms, or other malicious code.
3.8 Compensate shall not be liable for any Client Content, nor for monitoring any inappropriate content or behaviour occurring in the Platform. Compensate shall not pre-approve Client Content, nor is it able to monitor all Client Content. The Client and its Representative and another person accessing or using the Platform understand and accept that they access and use the Platform at their own risk and without any warranty or representation of safety and security by Compensate.
3.9 Upon accessing and using the Platform, the Client and its Representative and another person accessing or using the Platform may be exposed to Client Content that is offensive, indecent, or otherwise contrary to their expectations. The Client shall bear the risk regarding the access to and use of Client Content in relation to the Platform, also when such access or use has been carried out by its Representative or another person acting in connection with the Client.
3.10 If the Client has a dispute with a third party within or in connection with the Platform, the Client shall release Compensate (and its executives, managers, representatives, parent company, subsidiaries, associated companies, and employees) from all liability for claims, demands, and damages of all types resulting from or otherwise connected to such disputes. Compensate shall be entitled but not obliged to participate in disputes concerning interaction in any way.
3.11 The Client shall agree to cooperate with Compensate to investigate any suspected illegal, fraudulent, or inappropriate activity, including by allowing Compensate to access any part of its Client Account protected by a password.
3.12 The Client shall ensure, warrant and represent that it and its Representative and another person accessing or using the Platform in connection with the Client understands, acknowledges and accepts that all personal data connected with Client Content will be processed as described in Compensate's Privacy Statement (
3.13 Compensate or third-party service providers it uses may, without notification, inspect, monitor, record or otherwise access any Client Content and any other communications or interactions on any part of the Platform for the purposes of performing, maintaining and improving the Platform and Systems, of protecting others, ourselves and the Systems, and of ensuring compliance with these Terms of Use and any applicable laws. This shall also apply to chat texts and messages and other types of written or verbal communication between persons, whether or not they are intended to be private.
3.14 By accepting these Terms of Use, by uploading, sending, transmitting or sharing Client Content, or by otherwise accessing or using the Platform or Systems, you are granting Compensate your approval for inspecting, monitoring, recording or otherwise accessing your Client Content and any other communications or interactions on any part of the Platform or Systems. The Client and its Representative as well as any other person accessing or using the Platform understand and accept that they have no expectation of privacy in relation to any Client Content or any other communications or interactions on any part of the Platform or Systems, including chat texts and messages and other types of written or verbal communication, whether or not they are intended to be private. You also understand and accept that the Platform and Systems are not intended for private or confidential messaging or other types of communication or interaction.
Restrictions and Other Changes to Access or Use
3.15 Compensate may but is not obliged to, without prejudice to Compensate's other legal remedies, without advance notification, temporarily or permanently, in part or in whole (i) restrict, revoke or terminate access to or use of any part of the Platform, Systems or Client Account; (ii) restrict, revoke or terminate access to or use of, or block, combine, delete, modify, move, prohibit, replace or otherwise prevent the availability of any Client Content or any other information or data included in any part of the Platform, Systems or Client Account; and/or (iii) take any other technical or legal action to prevent access to or use of any part of the Platform, Systems or Client Account, including any Client Content or any other information or data contained therein, if Compensate has sufficient reason to believe that the Client, its Representative or another person has been, currently is or attempts to be:
3.15.1 accessing or using any part of the Platform or Systems in a manner that is prohibited or disallowed under these Terms of Use or any applicable laws;
3.15.2 causing technical or other security risks or potential or actual legal liabilities to Compensate or the Platform or Systems;
3.15.3 violating the rights and interests of us, other Users or third parties; and/or
3.15.4 otherwise behaving in a way that is inconsistent with these Terms of Use or any applicable laws.
3.16 Compensate may, without notification, temporarily or permanently, and in part or in whole, suspend, close or delete any Client Accounts, or parts thereof, that have not been accessed or used for at least 180 days.
3.17 The Parties acknowledge and agree that the Platform and Systems are under constant development, so Compensate may alter or remove various components from them, including functionalities and features. Also, Compensate may stop providing or supporting any part of the Platform or Systems or parts thereof at any time. In any of such circumstances, Compensate may, without notification, temporarily or permanently, and in part or in whole, restrict, revoke or terminate your access to or use of the Platform, Systems, Client Account, Client Content or any other information or data with immediate effect at any time.
3.18 The Parties acknowledge and agree that as a result of a system failure or another unforeseen event, the Platform or Systems, Client Account, Client Content or any other information or data may be affected without notification, temporarily or permanently, and in part or in whole. In such circumstances, Compensate shall not be liable for their blockage, combining, deletion, modification, moving, prohibition, replacement or other similar effect. Please do not use the Platform or the Systems to store or back up any material or information.
3.19 In case of any restriction, revocation or termination of access to or use of any part of the Platform or System, or any suspension, closure or deletion of Client Account, or any blocking, combining, deletion, modification, moving, prohibition, replacing or otherwise preventing the availability of any of Client Content or any other information or data, Compensate shall not be obliged to pay reimbursements, restitution or compensation or make any other monetary payments to the Client, its Representative, a User or any third party.
ARTICLE 4. SERVICES
Rights and Responsibilities of Compensate
4.1 Compensate shall perform the Services with reasonable care and in accordance with the applicable professional standards and methods. Unless agreed otherwise, Compensate shall perform the Services in accordance with Section 5.14 below. Compensate may contract out the performance of any part of the Services to third-party contractors. In such case, Compensate shall warrant and represent that the third-party contractor fulfils the obligations of Compensate in conformity with these Terms of Use and other agreements expressly appended or linked to them.
4.2 Compensate shall reasonably instruct the Client in fulfilling its obligations under these Terms of Use where such instruction is necessary for the performance of the Services. In particular, Compensate shall provide the Client with instructions regarding the reporting of CO2e emissions or basis for other climate action as described in Section 4.6 below. For the avoidance of doubt, such instructions shall not include the preparation of any information and data to be reported in accordance with that Section.
4.3 Where the Client, its Partner or a User places or effects a Climate Transaction Order, Compensate shall supply Compensate Credits and/or fractions thereof to effect the Offsetting or other climate action intended by the Client, Partner or User. Unless the Parties agree on a tailored Project Package, upon availability, the Compensate Credits so supplied shall be based on a variable composition of Carbon Credits in Compensate's Project Portfolio or another array of Projects at Compensate's choosing. Compensate shall warrant and represent that the Compensate Credits so supplied represent a sufficient amount of Carbon Credits or other deliverables from Projects which fulfil, based on available evidence, requirements of reliability and measurability in accordance with current industry standards. Compensate may withhold its performance under this Section 4.3 as specified in Section 5.14 below.
4.4 The selection, composition and weight of Projects in Compensate’s Project Portfolio, Project Package or another array of Projects, as well as the selection, composition and weight of Carbon Credits or other such deliverables from the Projects therein, shall be determined by Compensate. The Parties acknowledge and agree that Compensate may, temporarily or permanently, wholly or in part, manually or automatically, change and vary the selection, composition and weight of Projects or Carbon Credits in any of the foregoing from time to time based on:
4.4.1 the availability of Carbon Credits or other deliverables from one or several Projects;
4.4.2 the price of Carbon Credits or other deliverables from one or several Projects;
4.4.3 the reliability, measurability and other qualitative factors, as determined by Compensate, of one or several Projects or the Carbon Credits or other deliverables from those Projects;
4.4.4 the intended climate effect, as determined by Compensate, of the Project Portfolio, Project Package or another array of Project applicable to a Service; and/or
4.4.5 other relevant factors, as reasonably determined by Compensate, such as the environmental, social, political and value-based considerations affecting the suitability and desirability of one or several Projects.
4.5 The Parties acknowledge and agree that any determinations on, or changes to or variations in, the Project Portfolio, Project Package or another array of Projects, or the Carbon Credits or other such deliverables from the Projects therein, as described in the previous Section 4.4 and its subsections, is the sole prerogative of Compensate based on its professional assessment of the factors listed therein, such assessment being a core business and trade secret of Compensate. Therefore, the Parties acknowledge and agree that any determinations, changes or variations referred to herein shall not be construed as constituting, actually or potentially, a breach of any obligations of Compensate under these Terms of Use or any other agreements expressly appended or linked to them. The Parties also acknowledge and agree that Compensate is not under an obligation to notify to the Client any determinations, changes or variations.
Rights and Responsibilities of the Client
4.6 The Client shall report in a timely manner to Compensate all information and data necessary for the provision of the Services. In particular, the Client shall report to Compensate the amount of CO2e emissions to Offset or the basis for other climate action. The Client shall warrant and represent that the information and data reported by the Client is correct and accurate and prepared with reasonable care in accordance with applicable professional standards and methods. The Client shall adhere to any and all instructions given by Compensate regarding the reporting of the information and data. The Client may contract out the preparation and reporting of the information and data to a third-party contractor or to Compensate upon separate agreement. Where the Client contracts out the preparation and reporting of the information and data to a third-party contractor, the Client shall represent and warrant that the third-party contractor fulfils the obligations of the Client in conformity with these Terms of Use and other agreements expressly appended or linked to them.
4.7 Except as agreed by the Parties in writing, the Client shall not sell, resell, lease, assign, transfer or otherwise make available to, share with or otherwise cause to benefit any Partner, User or other third party any service, process, method or result or other climate effect of the Services or any part thereof, or attempt or appear to do any of the preceding.
4.8 Where the Parties agree in writing that the Client may resell, lease or otherwise make available or provide access to a Service, or any part thereof, for its Partner or a User, the Client shall ensure that all information and data described in Section 4.6 above are reported to Compensate in a timely manner. The Client shall adhere, and ensure the adherence by its Partner and User, to any and all instructions given by Compensate regarding the reporting of the information and data. Where the Partner or User places or effects a Climate Transaction Order, the Client shall ensure that the information and data necessary for supplying the climate effect intended by the Partner or User are transmitted to Compensate without delay. The Client shall warrant and represent that all information and data referred to herein is prepared and reported with the level of care and in accordance with the standards and methods set out in Section 4.6.
4.9 Where the Parties agree in writing that the Client may resell, lease or otherwise make available or provide access to a Service, or any part thereof, for its Partner or a User, the Client shall be solely responsible for the contractual and any other legal or commercial relationship between itself and the Partner or the User, and Compensate shall not be deemed party to or responsible for any aspect of that contractual or other legal relationship, and the Partner or User shall not be deemed party to or a third-party beneficiary of these Terms of Use or any other agreement expressly appended or linked to them, or any related contractual relationship between the Parties. The Client shall ensure that the contractual and other legal or commercial relationship between itself and the Partner or User is in accordance with applicable laws and that all aspects of the contractual and other legal or commercial relationship are carried out in adherence to such laws. For the avoidance of doubt, the placing or effecting of a Climate Transaction Order by the Partner or User shall not be construed as forming a contractual or other legal relationship between Compensate and the Partner or User.
4.10 The Client shall not access or use or make any purchase from the Services, and shall not attempt to do any of the foregoing, from a location or in circumstances where doing so would be prohibited by law or binding legal or administrative order. The Client shall also not resell, lease or otherwise make available or provide access to a Service, or any part thereof, for its Partner or a User in such location or circumstances.
Common Provisions
4.11 Subject to Section 10.6 below, either Party shall be relieved of its obligations under this Article 4 where and insofar as it is prevented from performing them due to a Force Majeure, for the duration of the Force Majeure. The Party referred to herein shall issue a Notice, as soon as reasonably possible, to the other Party outlining the emergence of the Force Majeure, the material obligations that it is prevented from performing, and the expected duration, if reasonably foreseeable, of the Force Majeure.
ARTICLE 5. PRICING AND PAYMENTS
General
5.1 Compensate shall charge or invoice the Client, and the Client shall pay or effect the payment to Compensate, for all Climate Transactions concluded, in accordance with this Article 5. Where the payment is not charged directly at the checkout following instructions presented in the Platform, Compensate may invoice the Client in accordance with Sections 5.15–5.29 below.
5.2 Where the Client, its Partner or a User places or facilitates a Climate Transaction Order, the price of the Compensate Credit applicable to the Climate Transaction shall be indicated during the order process in the Platform. Where, due to a technical error or similar reason, the price of the Compensate Credit is indicated erroneously and such error ought to have been reasonably clear, Compensate may cancel the Climate Transaction within seven (7) business days, such cancellation not to be deemed a breach of these Terms of Use or other agreement expressly appended or linked to them.
5.3 The Parties acknowledge and agree that the price of a Compensate Credit or other pricing agreed upon by the Parties, may change from one Climate Transaction to another depending on changes to:
5.3.1 the calculations or estimations made by Compensate, using assessment methods and criteria as amended by Compensate from time to time, regarding the cost and expense of Offsetting or realising other climate action as intended by the Client, its Partner or a User;
5.3.2 the cost of Carbon Credits issued by one or several Projects in the Project Portfolio, Project Package or another array of Projects applicable to the Service; and/or
5.3.3 the determinations on, changes to and variations in the Project Portfolio, Project Package or another array of Projects applicable to a Service, as described in Section 4.4 and its subsections.
5.4 Where, due to changes referred to in the previous Section 5.3 and its subsections, the price of the Compensate Credit increases substantially after the placement of a Climate Transaction Order, Compensate may cancel the Climate Transaction within seven (7) business days, such cancellation not to be deemed a breach of these Terms of Use or other agreement expressly appended or linked to them. In such case, Compensate may offer an alternative Climate Transaction with adjusted pricing. Where no such alternative Climate Transaction is possible or feasible, Compensate shall return payments charged or invoiced and received under the cancelled Climate Transaction within a reasonable time. For the avoidance of doubt, any change not exceeding 10 % of the price of the Compensate Credit prior to the change shall not be deemed substantial.
5.5 The grand total of the Climate Transaction shall be presented during the order process prior to checkout in the Platform, and it shall depend on the Services applicable to the Climate Transaction, the amount of Compensate Credits purchased for Offsetting or another climate action, other pricing agreed by the Parties, the applicable Climate Factor, applicable taxes and other public and private fees and charges and other applicable payments. All of the foregoing payments, fees and charges shall be subject to the provisions set out in this Article 5.
5.6 Where the Parties agree in writing that the Client may resell, lease or otherwise make available or provide access to a Service, or any part thereof, for its Partner or a User, the Client shall, in accordance with instructions given by Compensate, charge the Partner and User for all applicable payments due for the Services. The Client shall be solely responsible for invoicing and collecting the payments from the Partner or User, and Compensate shall not be construed as being a creditor of the Partner or User. The Client shall ensure that all payments referred to herein are invoiced and collected, and/or remitted to Compensate, in full and on time.
5.7 Any and all payments received by Compensate under these Terms of Use as well as any other relevant contractual or other legal relationships shall be non-refundable. To this end, where the User is a consumer within the meaning of the European Union Directive 2011/83/EU, the Client shall acquire from the User, prior to the Climate Transaction, a consent for the immediate performance of the services and other obligations arising from the Climate Transaction as well an acknowledgement of a waiver of the User’s right to withdraw from the Climate Transaction Order or the corresponding contractual relationship between the Client and the User in accordance with art. 16(1)(a) of the Directive. The Client shall ensure that its Partner adheres to the same where applicable.
5.8 Unless stated or agreed otherwise in writing, all prices and payments under these Terms of Use and all other agreements expressly appended or linked to them are presented without value-added tax (VAT) or any other taxes or similar charges. Subject to the following Section 5.9, Compensate shall charge such VAT and other taxes and similar charges to the Client, its Partner or a User in accordance with applicable legislation and tax rules, unless the EU VAT reverse charge scheme applies. The VAT and other taxes and similar charges payable on the Services shall be indicated during the order process in the Platform on the basis of the information provided by the Client, Partner or User. Where, due to a technical error or similar reason, the VAT and other taxes and charges payable are indicated erroneously and such error ought to have been reasonably clear, Compensate may charge or invoice such payments to the Client separately.
5.9 Where the place of supply of a Service is deemed to be outside the European Union due to factor relating to the Client, its Partner or a User, the Client shall account for, report and pay any VAT, sales tax, use tax, consumption tax, import charges, levies, tolls and other public and private charges and fees due for the Services in the geographical area or jurisdiction of the place of supply. The Client shall ensure that its Partner or a User does the same where applicable. Any limitations of liability set out in Article 9 below notwithstanding, the Client shall indemnify and hold harmless Compensate for the full amount of any of the foregoing payments or other taxes, fees or charges which Compensate is made to account for, report and pay in a geographical area or jurisdiction outside the European Union, as well as any related expenses, interests, fines and other resultant charges, including legal fees.
5.10 The Client shall provide Compensate with complete and accurate information regarding its status as a taxable person (including a valid EU VAT number or other tax number or company number where applicable) and its domicile or registered address as well as other information necessary for the correct charging, reporting and payment of VAT and other taxes and similar charges, as requested during the order process. The Client shall also ensure that its Partner or a User provides Compensate with such information.
5.11 Where the Client, its Partner or a User has provided Compensate with incorrect or inaccurate information in breach of the previous Section 5.10, the place of supply of the Services shall be deemed to be in Finland and the Climate Transaction or other transaction to be taxable under Finnish law. Where Compensate has reasonable grounds to believe the information is provided incorrectly or inaccurately, Compensate may cancel any applicable Climate Transaction or other transaction, such cancellation not to be deemed a breach of these Terms of Use or other agreement expressly appended or linked to them. In such case, Compensate shall return payments charged or invoiced and received under the cancelled Climate Transaction or other transaction within a reasonable time, less Compensate's direct payment processing costs and other reasonable expenses. Any limitations of liability set out in Article 9 below notwithstanding, the Client shall indemnify and hold harmless Compensate for the full amount of any tax liabilities or related fees or charges which Compensate is made to account for, report and pay in a geographical area or jurisdiction outside the European Union as a result of incorrect or inaccurate information, as well as any related expenses, interests, fines and other resultant charges, including legal fees.
5.12 Unless agreed otherwise in writing, all payments shall be due immediately upon the placement of a Climate Transaction Order. Where payment by invoice is available, the due date of every invoice shall be fourteen (14) calendar days unless agreed otherwise in writing, such payment due date counted from the date of the invoice. Compensate shall be entitled to charge late payment interest at 16 % p.a. for any late payments.
5.13 The Client shall be entitled to withhold payments by it or its Partner or User where and insofar as the Parties are prevented from performing their obligations due to a Force Majeure and the Defaulting Party has notified the other Party in accordance with Section 4.11. The Client shall issue a Notice, in accordance with that Section where applicable, to Compensate outlining such withholding as soon as reasonably possible.
5.14 Where reference is made in these Terms of Use or other agreements expressly appended or linked to them to this Section 5.14, Compensate may withhold the performance of its obligations under the referring provision until it has received all applicable payments in full in accordance with this Article 5.
Terms of Invoicing
5.15 By opting to pay by invoice the Client is hereby applying to pay for the Services and/or other items by invoice in accordance with the provisions laid down in Sections 5.15–5.29 (the “Terms of Invoicing”). Upon so doing, the Client acknowledges and accepts these Terms of Invoicing, and as a result the terms shall apply to the contractual relationship between the Parties as specified herein.
5.16 Prior to processing the Client’s application referred to in the previous Section 5.15 as well as at any time thereafter, Compensate may conduct credit checks and other verifications, at its cost, to determine the Client’s creditworthiness and to satisfy its due diligence and Know-Your-Customer obligations. The Client hereby agrees to such checks and verifications and agrees to provide Compensate with any and all information necessary for carrying out such checks and verifications as reasonably requested by Compensate. The Client shall ensure that all information referred to herein is correct and up-to-date.
5.17 At Compensate’s discretion and without providing a reason, Compensate may accept or reject the Client’s application referred to in Section 5.15, or Compensate may impose maximum monetary amounts or other limitations on the Client’s option to pay by invoice.
5.18 Having accepted the Client’s application to pay by invoice in accordance with the previous Section 5.17, Compensate shall invoice the Client for the respective order or subscription without unreasonable delay. Compensate shall send the invoice or a hyperlink to access the invoice by email or, if so agreed in writing, by other means such as letter, electronic message, e-invoice or online invoice, using the Client’s contact details referred to in Section 12.6 below. With the invoice, Compensate shall confirm the respective order or subscription and specify the Services or other items in the order or subscription, and indicate the prices of the items and Grand Total of the order or subscription on the invoice.
5.19 Unless stated otherwise, all taxes and similar charges payable on the items on the invoice shall be presented and accounted for in accordance with the provisions of this Article 5.
5.20 Unless specified otherwise on the invoice, the payment term will be 14 days (net) from the date of the invoice. The Client shall undertake to effect payment of the Grand Total of the invoice by direct deposit or other type of bank transfer not later than on the final day of the payment term. If the final day of the payment term is on the weekend, or a bank holiday in the jurisdiction of the Client’s place of establishment (the Client shall notify Compensate to this end in due time in advance), the Client may effect the payment not later than on the following bank day. Unless stated otherwise, all payments shall be effected using Compensate’s bank account number, routing number (if applicable), recipient name, invoice reference number and other relevant information as shown on the invoice to ensure successful and timely transfer of the payment.
5.21 Unless stated otherwise, the Client shall effect the payment of the invoice using the currency indicated on the invoice; the Client be responsible for any and all processing costs, currency conversion costs and losses and other such costs and losses resulting from payment effected in another currency.
5.22 The Client shall effect the payment of the invoice in full to the amount of the Grand Total indicated on the invoice. The Client may not make any set-offs or other deductions from the amount payable, or, unless agreed otherwise, pay the invoice in instalments.
5.23 In case a payment is delayed beyond the due date indicated on the invoice, Compensate may send a payment reminder to the Client by email, letter, electronic message or other means of communication using the Client’s contact details referred to in Section 12.6 below. In such case, Compensate shall be entitled to charge a payment reminder fee of 20 € (or equivalent in another currency indicated on the invoice) per reminder. Compensate may send one reminder after every two weeks that a payment is overdue.
5.24 In case a payment is delayed beyond the due date, Compensate shall be entitled to charge late payment interest at 10 % (ten percent) per annum for any delayed portion, from the day following the original due date until the invoice has been paid in full.
5.25 Compensate may, at its discretion, add any incurred payment reminder fees or late payment interests to any following regular invoices of the Client or invoice the Client for them separately.
5.26 Where payments pertaining to multiple invoices are delayed beyond the due date, or late payment fees and/or late payment interests are outstanding in addition to other invoiced amounts, Compensate may assign any future payments received from the Client to any such delayed or outstanding payments in any portions and in any order at its discretion.
5.27 In case a payment, also including any late payment fee and/or late payment interest invoiced by Compensate in accordance with Section 5.25 above, is delayed beyond the due date, and the Client fails to pay the invoice within a period indicated in the reminder, Compensate may turn to a debt collection agency or start legal proceedings against the Client to recover the debt. In such cases, Compensate shall be entitled to charge the Client for any and all reasonable debt collection and legal costs incurred as a result.
5.28 After having accepted the Client’s application to pay by invoice in accordance with Section 5.15 above, Compensate may suspend, restrict, withdraw or otherwise negate the Client’s option to pay by invoice at any time and at Compensate’s discretion, without providing a reason. Such suspension, restriction, withdrawal or negation shall not affect the validity of already issued invoices or the application of these Terms of Use to any current or future debts, whether or not already invoiced, the ground for which has resulted during the application of the Terms of Use between the Parties.
5.29 The Terms of Invoicing shall remain in force concurrently with the Terms of Use governing the contractual relationship between the Parties. Any invoices that are outstanding shall remain valid until they are paid in full with final effect, and any related legal claims or issues are resolved. The termination, cancellation or other cessation of the application of the Terms of Use between the Parties shall not affect the validity of already issued invoices or the application of these Terms of Invoicing to any current or future debts, whether or not already invoiced, the ground for which has resulted during the application of the Terms of Use between the Parties.
ARTICLE 6. CONFIDENTIALITY
6.1 Each Party shall, for the duration of these Terms of Use and also three (3) years after the termination or expiry of the Terms of Use, unless given a prior express approval to the contrary, in writing, by the other Party, keep secret all (i) non-public transactions and payments relating to the Services; (ii) any terms, pricing or other aspects of Services individually negotiated between the Parties; (iii) the provisions of any agreements expressly appended or linked to these Terms of Use; (iv) all private and confidential communications between the Parties; (v) all private and confidential information and materials received from the other Party; as well as (vi) the business or other activities of the other Party or its Affiliates (all of the previous collectively the "Confidential Information") to which the other Party has become privy on the basis of the contractual relationship between the Parties, when any of the foregoing has been designated as being Confidential Information by the other Party or its nature as such ought to be clear.
6.2 The previous Section 6.1 notwithstanding, each Party shall keep in confidence indefinitely any Confidential Information designated as being commercially sensitive by the other Party, or Confidential Information whose nature as being commercially sensitive ought to be clear, especially trade or business secrets or information relating to unpublished intellectual property, regardless of the source and method with which the first Party has become privy to such Confidential Information.
6.3 Either Party may share Confidential Information of the other Party internally with its Representatives who need the information in connection with the preparation or implementation of these Terms of Use and the corresponding Service as well as any related contractual relationships. The Party so sharing the Confidential Information shall ensure that the Confidential Information remains to be kept secret in accordance with Section 6.1. The Party so sharing shall ensure that all persons and entities involved in the preparation and implementation referred to in the foregoing, including any advisers to the Party, are legally committed to the obligations laid down in this Article 6.
ARTICLE 7. INTELLECTUAL PROPERTY
7.1 All rights, title, interests and claims related to the Services and Systems belong to Compensate and its subcontractors and actual or potential licensors. The Client is not issued and does not receive any title, intellectual property rights or other rights to the Service or Systems. The Client shall not claim or register any patent, trademark, model, trade name, copyright, web domain name, email address, social media account or any other public account or handle that can be confused with the trademarks, copyrights or other intellectual property, including slogans and identifiers, of Compensate, its subcontractors or its actual or potential licensors.
7.2 With these Terms of User Compensate issues to the Client a non-assignable, non-exclusive, non-transferable, non-sublicensable, limited and revocable licence in connection with accessing and using the Services and Systems.
7.3 The Client, its Representative or its Affiliates shall not exploit or otherwise use the Confidential Information it receives from Compensate to register or attempt to register any patent, trademark or another intellectual property right.
7.4 The trademarks, copyrighted works and other intellectual property rights owned or otherwise controlled by each Party shall remain in the respective Party’s ownership or control. The other Party, their Representatives or their Affiliates may not publish, broadcast or otherwise cause to be presented in public, reproduce or otherwise use such trademarks and copyrighted works without the first Party’s prior express consent.
7.5 The previous Section 7.4 notwithstanding, Compensate may use the Client’s name and logo in communications with the public or third parties, including marketing and sales activities. Such usage may include, but is not limited to, publishing, broadcasting or otherwise causing to be presented in public, reproducing or otherwise using the Client’s name and logo in direct marketing and communications, in electronic or printed marketing materials as well as on Compensate’s web and social media pages. Compensate may also create and publish, broadcast or otherwise cause to be presented in public or to third parties a case study detailing the benefits received by the Client from the Services, which case study may also contain the Client’s name and logo and be linked to the Client. Any and all use of the Client’s name and logo in accordance with this Section 7.5 is to be approved by the Client, in writing prior to the use, which approval shall not be unreasonably withheld. The Client shall ensure that it has proper authorisation from its Affiliates, where applicable, to grant the licence under this Section 7.5 to Compensate.
7.6 Section 7.4 notwithstanding, the Client may use Compensate’s name and logo in communications with the public or third parties, including marketing and sales activities, outlining the fact that the Client or its Partner or User has Offset CO2e emissions or has taken other climate action, or has facilitated doing so by others. Such usage may include, but is not limited to, publishing, broadcasting or otherwise causing to be presented in public, reproducing or otherwise using the Client’s name and logo in direct marketing and communications, in electronic or printed marketing materials as well as on Compensate’s web and social media pages. Any and all of the foregoing usage shall adhere to brand guidelines and other instructions reasonably issued by Compensate from time to time. Any of the foregoing usage be carried out in good faith and in good manners and shall convey truthfully and transparently the climate effects attributable to the Client. Any of the foregoing usage shall not be carried out in a way that would, actually or potentially, cause harmful, deteriorating, diluting, misleading or other adverse effect for Compensate’s name, logo, brand, goodwill or other aspect, or any of its Services or other activities. Compensate may, at any time and without stating reasons, prohibit the Client from continuing any of the foregoing usage, at which time the Client shall cease such usage and return or destroy any and all of Compensate’s intellectual property without delay.
7.7 Each Party shall be responsible for ensuring that their (including their Affiliates’) trademarks, copyrighted works and other intellectual property rights do not infringe the rights of others. Each Party shall indemnify and hold harmless the other Party against any criminal, civil or administrative liability as well as any expenses arising from any legal or other proceedings resulting from the publication, broadcasting or otherwise causing to be presented in public, or reproduction or otherwise using the trademarks, copyrighted works or other intellectual property rights belonging to the first Party with that Party’s consent.
7.8 If either Party or its Affiliate publishes, broadcasts or otherwise causes to be presented in public, or reproduces or otherwise uses the trademarks, copyrighted works or other intellectual property rights belonging to the other Party without that Party’s prior express consent, or in breach of Sections 7.5 and 7.6 above, or in geographical areas or jurisdictions not permitted by that Party, the first Party shall be responsible for any and all criminal, civil or administrative liability arising therefrom. The first Party shall indemnify and hold harmless the other Party against any such liability as well as any expenses arising from any legal or other proceedings resulting from the first Party’s actions.
ARTICLE 8. DATA PROTECTION AND PRIVACY
8.1 Neither Party shall provide any identifiable personal data under the GDPR or other data protection and privacy laws to the other Party under these Terms of Use. Neither Party shall be construed as the controller or processor of such information of the other Party as personal data under the GDPR. No data processing relationship shall be formed between the Parties.
8.2 Should the Client be responsible for remitting to Compensate any payments paid by its Partner or User, the Client shall not provide any identifiable personal or business customer information to Compensate in that connection. In such case, the Client shall be construed as the controller of such information as personal data under the GDPR. No data processing relationship shall be formed between the Parties, and Compensate shall not be construed as a data controller or data processor of personal data of the Client’s Partner or User.
8.3 Each Party may process personal data of individuals belonging to the other Party’s sphere of influence as part of the operation of the Service. Any such processing shall be governed by the respective Party’s privacy policies and adhere to the provisions of the GDPR and other data protection and privacy laws. Compensate's Privacy Statement (
8.4 The Client shall ensure that all of its dealings with its Partners and Users adhere to GDPR and other applicable data protection and privacy laws.
ARTICLE 9. INDEMNITY AND LIMITATIONS
9.1 Compensate shall not be liable for any fault or defect in the Projects or their performance, unless such a fault or defect was or should have been known to Compensate at the time of the purchasing of the Carbon Credits for the purposes of the Offsetting or for taking other climate action.
9.2 Neither Party shall be responsible for any errors in the CO2e emission calculations or estimations, including the assessment methods and criteria used therein, unless such errors have resulted from that Party’s bad faith or gross negligence.
9.3 The Platform and the Service, together with its technical documentation as well as any and all related components and information, are provided to the Client by Compensate on an “as is” and “as available” basis. Compensate does not give any express or implied promises or warranties regarding the uninterrupted, timely, secure or error-free functioning of the Platform or any Services. Compensate also does not give any express or implied promises or warranties regarding the accuracy of the CO2e emission calculations or estimations or the price of the Compensate Credit or other payments agreed by the Parties.
9.4 Compensate shall not be liable for damage caused to the hardware, software, equipment and ancillary services of the Client, its User or a third party when such damage has resulted from the incorrect, prohibited, unauthorised, discouraged or otherwise not accepted implementation or operation of, or access to the Platform by the Client, its Partner, a User or a third party.
9.5 Compensate shall not be responsible for any errors in the CO2e emission calculations or estimations, including the assessment methods and criteria used therein, unless such errors have resulted from Compensate’s gross negligence.
9.6 Compensate shall not be responsible toward the Client or its Partner or User for any fault or defect in the Platform, any Service or payment processing. In any case, Compensate’s liability toward any Partner or User, or toward the Client by way of right of recourse or similar right in relation to the Partner or a User, shall be limited to the amount of payments received by Compensate from that Partner or User. No Partner or User shall be deemed party to or a third-party beneficiary of these Terms of Use or any other agreement expressly appended or linked to them, or any related contractual relationship between the Parties.
9.7 Neither Party shall be liable for indirect damage caused to the other Party. Indirect damage includes, but is not limited to damage caused by or otherwise resulting from:
9.7.1 error in or interruption of access to or use of data or information;
9.7.2 loss, inaccuracy or corruption of data or information;
9.7.3 interruption of business or other activity;
9.7.4 cost of procurement of substitute or complementary goods, services or technology;
9.7.5 loss of business or profits or reduced turnover; and/or
9.7.6 damage to reputation.
9.8 In any case, either Party’s maximum combined liability for all damages arising out of and in relation to these Terms of Use and all other agreements expressly appended or linked to them is limited to the sum of all payments received from the Client by Compensate under the Terms of Use within the six (6) months preceding the first occurrence of damage, however no more than ten thousand euro (10 000 €). For the avoidance of doubt, any payments remitted by the Client from its Partners or Users to Compensate shall not be deemed payments counting toward the maximum combined liability cap under this Section 9.8.
9.9 The limitations of liability under this Article 9 shall not apply to damage caused intentionally or with gross negligence, or in case of breach of provisions of Article 1 (ACCEPTANCE; PRE-CONTRACTUAL WARRANTIES AND REPRESENTATIONS), Article 6 (CONFIDENTIALITY), Article 7 (INTELLECTUAL PROPERTY) or Article 8 (DATA PROTECTION AND PRIVACY). The limitations of liability under this Article 9 shall also not apply in cases referred to in Sections 5.9 and 5.11.
9.10 Unless expressly stated in these Terms of Use or any other agreement expressly appended or linked to them, neither Party shall be responsible for any costs incurred by the other Party under these Terms of Use or any related contractual relationship.
9.11 Compensate shall not be liable for any damage, loss, cost or other pecuniary or non-pecuniary harm, burden or prejudice caused to or incurred by the Client’s Partner or User as a result of or in connection with these Terms of Use or any related contractual relationship.
9.12 Neither Defaulting Party shall be liable under this Article 9 insofar as damage, loss, cost or other pecuniary or non-pecuniary harm or prejudice suffered by the other Party has been caused or increased by, or the prevention or mitigation of it has been rendered sufficiently unattainable due to, a Force Majeure and the Defaulting Party has notified the other Party in accordance with Section 4.11.
ARTICLE 10. VALIDITY OF AGREEMENTS; TERM AND TERMINATION
10.1 Subject to Section 10.8 below, these Terms of Use shall enter into force and become binding on the Parties in accordance with Article 1. Unless terminated in accordance with this Article 10, these Terms of Use shall remain in force for an indefinite duration.
10.2 Subject to previous Section 10.1, if these Terms of Use are made to remain in force for an indefinite duration, either Party (the “Terminating Party”) may terminate these Terms of Use by issuing a Notice to the other Party to that end. Once the termination Notice has been duly delivered to the other Party, the Terms of Use shall terminate at the end of third (3rd) calendar month counted from the first day of the calendar month following the delivery of the termination Notice.
10.3 Sections 10.1 and 10.2 notwithstanding, the Terminating Party may terminate these Terms of Use and other related contractual relationships with immediate effect in any of the following cases of breach by the other Party (the “Defaulting Party”):
10.3.1 the Defaulting Party materially violates the Terms of Use or any other agreement expressly appended or linked to them and does not remedy the infringement within thirty-five (35) days after the Terminating Party has issued a Notice to the Defaulting Party in reference to the infringement;
10.3.2 the Defaulting Party’s performance of its material obligations under these Terms of Use or any related contractual relationship between the Parties is substantially delayed or has failed repeatedly, unless such fault is attributable to the Terminating Party; and/or
10.3.3 the Client or its Representative has breached any pre-contractual warranty or representation set out in Article 1.
10.4 Sections 10.1 and 10.2 notwithstanding, the Terminating Party may terminate these Terms of Use and other related contractual relationships with immediate effect if:
10.4.1 the other Party is subject to reorganisation, bankruptcy, liquidation or other sufficiently severe financial difficulties, so that it is reasonable for the Terminating Party to assume that the performance by the other Party of its contractual obligations is materially compromised; and/or
10.4.2 other changes occur in the circumstances of the other Party so that it is reasonable for the Terminating Party to assume that the performance by the other Party of its material contractual obligations is affected in a way that would, actually or potentially, have significant negative implications for the Terminating Party and the other Party ought to have been aware of the non-negligible risk of such changes.
10.5 Sections 10.1 and 10.2 notwithstanding, the Terminating Party may terminate these Terms of Use and other related contractual relationships with immediate effect if the Terminating Party has reasonable grounds to believe that the other Party is met with any of the following in a way that could cause material financial or operational harm for the Terminating Party or difficulties, or material harm for the reputation of the Terminating Party in any of its key operating areas, were the contractual relationship between the Parties to continue:
10.5.1 international sanctions, embargo or another public ban issued by the European Union, directed at the Defaulting Party or its Affiliate, or one or several board members, directors, majority shareholders or public representatives of the Defaulting Party or its Affiliate;
10.5.2 environmental damage, human rights violation or other grave infraction under international criminal law or public international law, or the funding of or other aiding and abetting in any of the foregoing, for which act the Defaulting Party or its Affiliate, or one or several board members, directors, majority shareholders or public representatives of the Defaulting Party or its Affiliate, is convicted by a competent court of law.
10.6 Where the Defaulting Party is prevented from performing its material obligations under these Terms of Use or another agreement expressly appended or linked to them due to a Force Majeure and the Defaulting Party has notified the Terminating Party in accordance with Section 4.11, the Terminating Party may request the performance of such obligations by way of a Notice to the Defaulting Party. The Terminating Party shall issue the Notice referred to herein without undue delay. If the Defaulting Party does not perform such obligations within sixty (60) days from the receipt or ninety (90) days from the dispatch of the Notice by the Defaulting Party, the Terminating Party may terminate any affected agreement with immediate effect. Such termination shall be without prejudice to Section 9.12 above.
10.7 If these Terms of Use are terminated or expire, the Client shall pay, or facilitate the payment of, to Compensate, all undisputed moneys owed to Compensate that have been invoiced, charged or become payable but have not been invoiced or received by Compensate from the Client, its Partner or a User.
10.8 The Articles of these Terms of Use which, by their very nature, are intended to be valid from the very beginning of the application of the Terms of Use and even after the termination or expiry of the Terms of Use, especially Article 6 (CONFIDENTIALITY), Article 7 (INTELLECTUAL PROPERTY), Article 8 (DATA PROTECTION AND PRIVACY) and Article 11 (GOVERNING LAW AND DISPUTE RESOLUTION), shall survive and remain in force after the termination or expiry of the Terms of Use.
10.9 At the termination or expiry of these Terms of Use, each Party shall destroy, or, upon the other Party’s request and at that Party’s expense, return all information and materials belonging to the other Party which is in the first Party’s possession. Such destruction or returning shall be done without undue delay at the termination or expiry of these Terms of Use. Any information or material, the retention of which is mandatory by law or may be in the other Party’s interest, shall not be destroyed before the Party to whom the information or material belongs has been duly consulted.
ARTICLE 11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 These Terms of Use are governed by and construed in accordance with the laws of Finland, with the exception of their choice of law provisions and principles that would lead to these Terms of Use or any related contractual relationship between the Parties being governed by or construed in accordance with foreign law. The courts of Finland shall have sole jurisdiction in adjudicating any matters arising in connection with these Terms of Use or any related contractual relationship that cannot, for any reason, be resolved in accordance with the following Section 11.2; the rules of proceedings shall be based on the laws of Finland.
11.2 Any disputes arising from these Terms of Use or any related contractual relationship shall first and foremost be resolved through negotiations between the Parties. If the dispute cannot be resolved by negotiation within thirty (30) days, the disputes arising from these Terms of Use or any related contractual relationship shall be definitively settled by arbitration, in accordance with the arbitration rules of the Finnish Chamber of Commerce. The arbitration will be conducted by a single arbiter; the place of arbitration will be Helsinki, Finland, and the arbitration will be conducted in Finnish or English with written evidence to be provided in Finnish, Swedish and English.
ARTICLE 12. FINAL PROVISIONS
12.1 These Terms of Use together with Compensate's Privacy Statement (
12.2 If any provisions of these Terms of Use or other agreements referred to in the previous Section 12.1 are ruled or otherwise rendered void or without effect, the rest of the foregoing agreements shall remain in full force. If necessary, any provisions ruled or otherwise rendered void or without effect shall be replaced with provisions having the nearest possible content, purpose and effect to ensure the uninterrupted application of the foregoing agreements.
12.3 In case of conflicting content, effect or purpose, the provisions of these Terms of Use shall be given precedence. Thereafter, the provisions of any other agreements expressly appended or linked to the Terms of Use shall be given precedence in the order of their start date or, if applicable, numbering. Thereafter, any terms indicated during the order process in the Platform shall be taken into account. Next, any guidelines or instructions reasonably issued by Compensate to the Client shall be taken into account. Finally, any written communications between the Parties shall be taken into account.
12.4 Compensate may reasonably amend these Terms of Use at any time and for any reason. The Terms of Use applicable to a Climate Transaction or another transaction in connection with a specific Service shall be those dated to be in force at the time of such transaction. Unless agreed otherwise in writing, Compensate is not obligated to notify any changes to the Terms of Use.
12.5 Any electronic or physical print-out of these Terms of Use shall only be for illustrative purposes. In case of varying content, only the Terms of Use published and updated from time to time by Compensate in the Platform or its website shall represent the true and legally binding content of the Terms of Use.
12.6 Notices under these Terms of Use and any related contractual relationship between the Parties shall be issued by one Party to the other Party in writing, either by mail, email or secure electronic document delivery service. Notices shall be addressed to the receiving Party using, when to Compensate the Correspondence Details indicated at the end of these Terms of Use, or when to the Client the contact details entered by the Client in the Climate Transaction Order or its Client Account, unless the receiving Party has provided other correspondence details to the issuing Party in due time and in writing. The receiving Party shall acknowledge, in writing where reasonably possible, the receipt of a Notice to the other Party without undue delay. In lieu of a receipt acknowledgement by the receiving Party or other evidence to the contrary, a Notice shall be deemed to have been received by the receiving Party on the seventh (7th) business day from the dispatch of a second (reminder) copy of the original Notice. For the purposes of these Terms of Use and other related contractual relationship between the Parties, a Notice shall be deemed duly issued upon its receipt by the Receiving Party in accordance with the foregoing.
Compensate's Correspondence Details:
Compensate Operations Oy
Mariankatu 5 A
00170 HELSINKI
FINLAND
Notices to:
Legal Notices to: