1. GENERAL

1.1 Blacksquared GmbH (“Blacksquared”) operates the online portal Klima-Taler.com and the app service for mobile devices (“platform”) under the brand name “Klima-Taler” as a marketplace for offers and services and other offers (“offers”) between companies such as retailers, cultural institutions, restaurants, supermarkets, municipal businesses, utilities and other providers who participate in the platform (“climate partners”) and end consumers (“users”).

1.2 Blacksquared GmbH operates mobile apps as SaaS, White Label and as Software Development Kits (SDK) for companies and municipalities under the registered brand names “Changers” and “Climate Thaler”. Offers that Climate Partners post via the Climate Partner Portal are displayed in the apps published by Blacksquared GmbH.

1.3 Any use of the platform and any cooperation in relation to the platform and the offers is subject to these General Terms and Conditions (“GTC”). The legal basis of the cooperation between a Climate Partner and Blacksquared GmbH is referred to as the “Contract”.

1.4 By registering on the platform, the Climate-Partner accepts these GTC without reservation.

2. BLACKSQUARED CONCEPT

2.1 With the Blacksquared apps, users can measure their environmentally conscious behavior and receive a CO2 balance for climate-friendly activities. For every 5kg of CO2 saved by using green mobility offers or by entering healthy and sustainable activities, users earn bonus points (“climate talers”) that can be exchanged for offers from climate partners in the app’s internal marketplace.

2.2 The offers will be displayed in the apps offered by Blacksquared and the user can purchase the offers by redeeming their climate coins .

2.3 Blacksquared acts solely as an intermediary for offers on the platform on behalf of the climate partner and there is no contractual relationship between Blacksquared and the user in relation to the offers or the sale of offers. Blacksquared bears no responsibility in relation to the offers or the execution of the sales contract concluded between the Climate Partner and the User.

3. PARTICIPATION OF A CLIMATE PARTNER

3.1 If a Climate Partner wishes to present its offers via the Platform, the Climate Partner must register on the Platform and provide Blacksquared with the information requested by Blacksquared (“Climate Partner Information”):

• Company name and address
• type of business
• Company form
• Tax number (alternatively international tax number, if available)
• Contact information
  
  

3.2 The Climate-Partner submits the information about the company, as well as one or more offers. Each new offer or update of an existing offer is submitted to the administrators for review and approval and will be checked for both accuracy and quality of the offers. Blacksquared reserves the right to reject offers without giving reasons or to request an adjustment in the nature of the offer or description to allow publication. The Climate-Partner must keep the Climate-Partner information on the platform up to date at all times.

3.3 Offers that the Climate Partner has made available on the Platform are referred to as “Available Offers”.

3.4 By registering on the Platform, the Climate Partner authorizes Blacksquared to do the following for the duration of the Agreement:

1. to offer the Available Offers to the users of the Platform (“Users”) for redemption;
2. upon redemption of an Offer (as defined below), issue to the User a confirmation of purchase of the Voucher or Offer and provide the User with the details of how to redeem the Offer; and
3. to use the trademarks and climate partner information of the climate partner on the platform exclusively for the purpose of providing the services of Blacksquared as specified in these GTC.

3.5 By registering on the Platform, the Climate Partner accepts to follow recommendations from Blacksquared that are necessary to perform or improve the services provided under these TOS. In addition, the Climate Partner confirms that it has the official permits required under applicable national law to operate a trade. The Climate Partner will inform Blacksquared immediately if such a permit no longer exists for any reason.

4. PLATFORM

4.1 Blacksquared markets a Climate Partner on the Platform together with the full range of available offers that the Climate Partner offers to Users for redemption, provided that the Climate Partner offers v available offers for redemption on the Platform. Blacksquared reserves the right to change the type and style of the display options or to make adjustments to technical circumstances.

4.2 The Climate-Partner is obliged to ensure that all necessary information about the Climate-Partner, the available offers and the prices are made available to the Platform in an updated form at all times. Blacksquared is entitled to confirm to the User the exchange of the Climate Tokens for an offer based on the information provided by the Climate Partner on the platform .

4.3 Blacksquared equips the platform with all necessary technical capacities and maintains it. Furthermore, Blacksquared ensures that the Climate Partner information on the Platform is appropriately reproduced . Blacksquared makes every effort to ensure the uninterrupted availability of the platform as far as possible. Temporary interruptions in the availability of the Platform or occasional operational errors may occur due to maintenance, for security reasons or for reasons beyond the control of Blacksquared (e.g. power failure or disruption of public communications network). Blacksquared may perform updates and maintenance on the Platform. Maintenance work may be necessary, for example, to improve the functionality of the platform and to increase the efficiency of the ordering process for the benefit of climate partners and users.

5. MARKETING OF OFFERS VIA THE PLATFORM

5.1 The Climate Partner is responsible for fulfilling all contractual obligations to the User and for complying with applicable laws regarding the offers available at , including consumer protection laws.

5.2 The Climate Partner is responsible for the provision, production, sale , labelling, packaging and delivery of its offers and the handling of the available offers as well as for the provision of information on the offers.

5.3 Blacksquared does not manufacture, store, package, label, sell or deliver the available listings in any way . Blacksquared bears no responsibility for

1. the tenders, including their production, marking, storage, sale and delivery of the tenders or the handling of the tenders;
2. the fulfilment of contractual obligations towards the user.

5.4 Climate Partners shall provide Blacksquared with such information as is reasonably necessary to permit Blacksquared to perform its obligations hereunder and under applicable law.

6. EXCHANGE OF OFFERS

6.1 By exchanging the Climate Thaler for an offer in the marketplace of an app published by Blacksquared at (” Exchange”), the user either receives a voucher (hexadecimal code) to redeem the offer on a website or the user is at the sales location of the Climate Partner and can immediately exchange at the point of sale for an offer by scanning the QR code provided by Blacksquared to the merchant.

6.2 Here, the user receives a temporary confirmation screen with a time stamp and a counting down time, which the user can show as confirmation of the exchange of the offer at the checkout. There is no direct transfer from the Climate Partner portal to the respective checkout system of the Climate Partner.

6.3 Blacksquared provides the climate partners in the portal with a monthly report of the exchanged offers with a time stamp, which can be used to check the settlement. The climate partner is responsible for recording the offer in their own checkout system.

7. INTELLECTUAL PROPERTY

7.1 The Climate Partner hereby allows Blacksquared – for the duration of the contract – to use the brands of the Climate Partner (name, brand, company logo such as company and business name, etc.) for use on and in connection with the platform without remuneration. This permission applies regardless of the type, scope and distribution medium of the advertising measures and on all platforms of Blacksquared and, in case of doubt, also includes the use within the scope of online marketing measures and search engine optimisation. Any use of these property rights must at all times be in accordance with the recommendations, guidelines and manuals provided to Blacksquared by the climate partner.

7.2 The Climate Partner warrants that it holds full intellectual property rights to all logos, images and other material supplied to Blacksquared and that Blacksquared shall not be liable under any circumstances for any failure to comply with these terms.

7.3 The permitted use applies exclusively to the contractual marketing within the scope of Blacksquared’s business purposes.

7.4 The Climate Partner may, on the same terms as set out in 11.1 and 11.2, use Blacksquared ‘s Marks for marketing in the Climate Partner’s business purposes in accordance with the terms of the Agreement.

8. LIABILITY

8.1 Blacksquared shall not be liable for any damages arising out of or in connection with (i) matters for which a Climate Partner is responsible under the Agreement; (ii) matters beyond the reasonable control of Blacksquared , including negligence of third parties or due to unavailability of the Platform (e.g. unavoidable technical problems with the internet or telecommunication systems, UMTS transmission); (iii) the content of websites to which the Platform links, including the accuracy of the linked websites and the privacy policy of this Platform.(iii) the content of websites to which the Platform links, including the accuracy of the linked websites and the privacy practices of that website; and (iv) matters similar to those set out in (i) – (iii) above.

8.2 Blacksquared is only liable for direct damages and in no event for indirect or consequential damages. In any case, except in the case of fraud or wilful misconduct, the liability of Blacksquared is limited to the amount charged by Blacksquared to the climate partner in a period of three calendar months prior to the month in which the damage occurred. This also applies with regard to product liability.

8.3 If Blacksquared is held liable for any claim relating to matters that are excluded from Blacksquared ‘s liability under the Agreement, Climate Partner will indemnify Blacksquared for any such loss, including reasonable attorneys’ fees.

9. TERM AND TERMINATION

9.1 The contract may be terminated by either party in writing with 30 days’ notice to the end of a month.

9.2 In the event of a material breach, the other party may terminate the contract with immediate effect. The parties agree that the following items always constitute a material breach:
i) failure to comply with clauses 5 – 6 and 10; and
ii) Bankruptcy, reorganization, insolvency proceedings, etc. over a party.

10. CONFIDENTIALITY AND DATA PROTECTION

10.1 The parties undertake to keep secret all contractual agreements and all information about the other party that becomes or became known to them in connection with the contractual relationship and to treat such information, regardless of its nature, as strictly confidential. The confidentiality obligation shall in any case and without limitation include technical, financial, operational and business information as well as other matters of the other Party, in particular information relating to this Agreement and the Contract Document itself. The Parties shall ensure that all employees and third parties whom they employ and who have access to such information are also bound by the same confidentiality obligation. The confidentiality obligation shall also apply beyond the end of the contract. The parties shall each be liable for any breach of the contract.

10.2 Blacksquared stores all information necessary to identify a user in accordance with the Blacksquared privacy policy, which is available at all times on the Platform. All users data is the property of Blacksquared .

10.3 Each of the parties is obliged to comply with the applicable data protection provisions.

10.4 To the extent that Blacksquared processes personal data of the Climate Partner, the processing is necessary for the performance of the contract between Blacksquared and the Climate Partner. In order for Blacksquared to provide the services included in this contract, Blacksquared may store data on third party servers, some of which may be placed in third countries. Blacksquared only uses services that are committed to complying with applicable data protection laws. Data will be stored to the extent necessary for Blacksquared to provide the services contained in this agreement and for statistical purposes. A Climate Partner has the right at any time to request access to its data, to request rectification, transfer, deletion and to object to the processing of its personal data. If the Climate Partner refuses to provide the personal data necessary for the performance of the contract, Blacksquared may not be able to conclude a contract with that Climate Partner. A Climate Partner has the right to lodge a complaint with the relevant data protection authority. The lead supervisory authority of Blacksquared is the Data Protection Commissioner of the State of Berlin.

11. OTHER

11.1 Blacksquared may revise these terms and conditions at any time.

11.2 Blacksquared may transfer or assign its rights and obligations under these TOS to an affiliate or third party without the consent of the Climate Partner.

11.3 If a user behaves inappropriately in any way, insults the employees or other users of a climate partner, commits a criminal offence against or at the climate partner, violates the climate partner’s rules of conduct or engages in similar behaviour, the climate partner may (in addition to other measures available to the climate partner) inform Blacksquared of this. In this case, Blacksquared can exclude or suspend the user from the platform or restrict their use of the platform.

11.4 If a Climate Partner does not maintain the product or service offered on the Platform, or the User is otherwise unable to redeem the offer, or misuses the intentions of Blacksquared or does not support the mission of Blacksquared (as set out in clause 1.1), or the offers are damaged or similar, Blacksquared may exclude the Climate Partner from the Platform suspend or restrict its use of the Platform.

12. CHOICE OF LAW AND PLACE OF JURISDICTION

12.1 These GTC shall be governed by and construed in accordance with German law, unless otherwise agreed by the parties.

12.2 All disputes arising from or in connection with these General Terms and Conditions shall – insofar as they cannot be settled amicably – be finally and bindingly settled by arbitration in accordance with the DIS Arbitration Rules of the German Arbitration Court.

The place of arbitration shall be Berlin and the language of the arbitration shall be German. The arbitral tribunal shall determine the obligation to pay costs on the basis that the costs of the arbitration, including reasonable attorneys’ fees and cash expenses, shall be borne by the losing party in the arbitration.

These Terms and Conditions were last updated on 26 . July 2022.