Terms of use

Terms and Conditions for the Green Toolkit Tool

General Terms and Conditions for SaaS by GWK Grüner Werkzeugkasten GmbH

GWK Grüner Werkzeugkasten GmbH, located at Im Dau 13, 50678 Cologne (hereinafter referred to as GWK), enters into contracts for the use of the online-based CO2 documentation and verification tool for film/event productions (hereinafter referred to as Green Toolkit) only under the following conditions:

  • Subject of the Contract
    1.1 GWK provides the customer with the Green Toolkit via Software-as-a-Service (SaaS) in its current version for the duration of the contract. This service is available online for a fee, accessible via a browser (year-round, 24 hours a day, seven days a week, 365/366 days a year), as per the customer’s accepted offer.
    1.2 If the use of server storage by GWK is also envisaged within the Green Toolkit, GWK will provide server space to the customer on a server located in Germany on a rental basis. Upon written request and payment of the corresponding fee, GWK will provide the customer with server space on a client-specific instance. This server storage is used for storing data entered by the customer in connection with the use of the Green Toolkit. GWK regularly backs up the data for display on the Green Toolkit.
    1.3 The assured availability of the Green Toolkit is 99% on an annual average. The permissible non-availability of 1% per year is only for unplanned outages. Excluded from the 99% availability are planned and, as far as possible, announced interruptions for necessary maintenance, updates, and repairs under the following conditions:
  • – The interruption does not exceed more than four maintenances per month on a monthly average (calculated over twelve months) and is within the usual scope, counting only those maintenances that lead to a significant impairment of the use of the Green Toolkit.
  • – The interruption does not occur between 9:00 AM and 6:00 PM CET. Interruptions between these times require the customer’s prior written consent, which can only be denied for an important reason. If the customer does not respond within 48 hours to a request from GWK, consent is considered granted.
  • – The interruption lasts no longer than 6 hours. Longer interruptions require the customer’s prior written consent, which can only be denied for an important reason. If the customer does not respond within 48 hours to a request from GWK, consent is considered granted.
  • – The interruption is not exclusively due to a deliberate or negligent breach of contractual or legal obligations by GWK.
  • Obligations of GWK
    2.1 GWK continuously develops the Green Toolkit and will improve it through ongoing updates and upgrades. GWK ensures that the databases used according to the offer are currently integrated into the Green Toolkit. The customer has no claim to specific changes, adjustments, or improvements. The updates and upgrades are available to the customer according to the offer accepted by them and the regulations in point 1.
    2.2 GWK commits to data backup to the extent of the state of the art. Currently, communication between the server and the Green Toolkit via the customer’s browser is provided through an SSL-encrypted internet connection. Further regulations for data security can be found in the data processing agreement, which may be concluded separately between the parties.
  • Remuneration
    3.1 The remuneration is in addition to the legally applicable value-added tax.
    3.2 The provisioning fee, unless otherwise agreed in the offer, is due monthly in advance.
    3.3 Set-off with a counterclaim is only permissible if it has been acknowledged by GWK or legally established.
  • Obligations of the Customer
    4.1 Notwithstanding GWK’s obligation to back up data, the customer is responsible for entering, maintaining, and regularly backing up their data and information entered in the course of using the Green Toolkit. The Green Toolkit offers the export of stored data in common formats for data storage by the customer.
    4.2 The customer is obligated to allow only the respective employees to use the email addresses stored for the use of the Green Toolkit and not to allow third parties to use them. The customer is obliged to commit their authorized employees accordingly. The customer is personally liable for any misuse in the use of the Green Toolkit.
    4.3 The customer will use the Green Toolkit only to the extent agreed upon in the contract. If the customer uses the Green Toolkit more extensively, they are obliged to pay GWK the agreed remuneration and, if no agreement exists between the parties, according to the remuneration in Annex 1, at double the rate. In case of exceeding the scope of use or misuse by an employee, the customer is liable accordingly.
  • Usage Rights
    5.1 GWK grants the customer the simple and non-transferable right to use the Green Toolkit during the term of the contract as per the SaaS contract and its intended use. The customer explicitly does not receive any rights beyond the contractual use, especially to the software itself.
    5.2 The contents stored by the customer on the storage space allocated to them and made available in the Green Toolkit may be protected by copyright. The customer hereby grants GWK the simple right to make the contents stored on the server accessible to third parties via the internet for queries and, in particular, to reproduce and transmit them for this purpose, as well as to reproduce them for data backup purposes. The customer is entitled to restrict the circle of third parties who have access rights. The customer indemnifies GWK from any liability towards third-party claims.
  • Confidentiality
    6.1 GWK commits to confidentiality regarding all knowledge obtained in the course of cooperation with the customer. The obligation of secrecy and thus liability does not include information that the customer makes available to third parties via the Green Toolkit, possibly confidentially.
    6.2 The customer is committed to careful and lawful handling of all sensitive or personal data on the server used by GWK.
    6.3 The parties will ensure that their employees, representatives, agents, or other persons who have access to information are subject to the same confidentiality obligation as laid down here.
  • Liability
    7.1 GWK is liable for damages due to legal defects and the absence of assured properties as well as for intent and gross negligence, also of its legal representatives and executive staff, to the extent of the foreseeable damage. Descriptions and information in brochures, advertisements, web presences, and documentation do not constitute assured properties. To assure a property, a written agreement signed by both contract parties is required.
    7.2 Liability for initial inability and the fault of vicarious agents is limited to damages that are typically expected to occur within the scope of SaaS and related services.
    7.3 GWK is only liable for slight negligence if a duty is breached, the observance of which is of particular importance for achieving the purpose of the contract (cardinal obligation). In the case of a slightly negligent breach of a cardinal obligation, the limitation of liability for initial inability according to point 7.2 applies.
    7.4 Liability for data loss is limited to the typical recovery effort that would have occurred with regular and appropriate creation of backup copies.
    7.5 GWK is not liable for the availability of communication channels held by third parties for calling up and data transfer when using the Green Toolkit.
    7.6 GWK is not liable for the accuracy of the databases used for calculation and listed in the offer. Nevertheless, GWK will conduct random checks regarding the data quality of the databases and will inform the customer in writing at least in case of doubts about data quality and strive for better data quality.
    7.7 The foregoing provisions also apply in favor of the employees, legal representatives, and executive staff of GWK.
  • Duration and Termination
    8.1 The contract begins, unless otherwise provided in the offer, with the acceptance of the offer from GWK or the start date mentioned therein and has a duration of 12 months. If no start date is mentioned in the contract or the start date is not the 1st of a month, the contract begins on the 1st of the following month and has a duration of 12 months from then. The contract automatically extends for another 12 months if it is not terminated in writing by one of the parties with a notice period of 3 months to the respective end of the contract. The right of the parties to terminate for an important reason remains unaffected.
    8.2 At the end of the contract, GWK is obliged to provide the customer’s stored data in structured, clear, documented, machine-readable formats of medium complexity, corresponding to the then current state of technology, via an export option. The customer has no claim to the handover of the data in a format named by them or by a third party on their behalf.
    8.3 In case of payment delay, GWK is entitled to temporarily block access to the SaaS and the data. Access must only be restored once the violation has been remedied. In this case, the customer remains obliged to continue paying the contractually owed provisioning fee.
  • Final Provisions

9.1 If the customer also uses General Terms and Conditions, the contract shall be concluded even without explicit agreement on the inclusion of General Terms and Conditions. To the extent that the various General Terms and Conditions coincide in content, they shall be deemed as agreed upon. In place of conflicting individual regulations, the provisions of dispositive law shall apply. The same applies in cases where the customer’s terms and conditions contain provisions not included in these terms and conditions. If these present terms and conditions contain provisions not included in the customer’s terms and conditions, then these present terms and conditions shall apply.

9.2 Changes or additions must be in writing to be effective. The same applies to the waiver of the requirement for written form.

9.3 Should any provision of these General Terms and Conditions become invalid or be declared invalid, this shall not affect the validity of the rest of the contract.

9.5 The court of jurisdiction for all disputes arising in connection with this contract, to the extent permissible, is Cologne. The contract and its implementation are subject exclusively to the laws of the Federal Republic of Germany, excluding the provisions that refer to the application of the laws of other states, and not to UN sales law.