Terms of Service
These Terms of Service (“Terms”) constitute a legally binding
agreement between the entity or individual (“Customer”) that accesses
or uses the services and Carbonwize Co., Ltd. (“Carbonwize”,
“we”,
“our”, or
“us”). These Terms govern the Customer’s access to and use of Carbonwize’s
proprietary software-as-a-service platforms, including but not limited to
“Carbonwize”
and
“Sustainwize”, as well as any website (e.g., https://carbonwize.io), social media
channels, and mobile or web applications developed or operated by Carbonwize
Co., Ltd. (collectively, the
“Platform”).
By accessing or using the Platform, or by clicking an “Agree” or similar button, Customer agrees to be bound by these Terms. If the person accepting these Terms is doing so on behalf of a company or other legal entity, such person represents that they have the authority to bind such entity to these Terms, and “Customer” shall refer to such entity.
YOU WILL NOT BE ABLE TO USE OUR SERVICE IF YOU DO NOT AGREE TO THESE POLICIES.
1. Definitions
(i) “Carbonwize“ means the enterprise software-as-a-service platform developed and operated by Carbonwize Co., Ltd., providing tools to collect, analyze, and manage greenhouse gas emission data, plan decarbonization strategies, and support sustainability initiatives. This includes any other product names developed and offered by Carbonwize Co., Ltd., such as “Sustainwize“.
(ii) “Additional Services“ means any supplemental or value-added services provided by Carbonwize to the Customer pursuant to an Individual Contract, including but not limited to consulting, integration, or onboarding support.
(iii) “Authorized Users“ means individuals who are authorized by the Customer to access and use the Platform on Customer\u2019s behalf, subject to the access rights granted under these Terms and any applicable Individual Contract. If you are entering into these Terms on behalf of an entity, such as your employer or another organization, you represent and warrant that you have the legal authority to bind such entity to these Terms. In such case, the terms “you,“ “your,“ “Customer,“ or any similar term shall refer to that entity.
(iv) "Confidential Information" means all information disclosed to one party by the other party, whether in writing, electronically or orally, digitally or in any other form that is expressly marked as "confidential" or should be considered confidential due to the nature of the information or the circumstances of its disclosure. Confidential Information includes, but is not limited to, information relating to technologies, inventions, software and/or hardware, new products, intellectual property, know-how, marketing plans, financial situations, business strategies, business relationships, business plans, business calculations, pricing policy or personnel matters of one of the parties. Confidential Information also includes the content of the Individual Contract concluded between the Customer and Carbonwize.
(v) “Consulting Services“ means professional services provided by Carbonwize to the Customer, as expressly agreed in an Individual Contract. These may include but are not limited to implementation, configuration, integration, onboarding, training, or advisory services, and are distinct from the standard features of the SaaS Services.
(vi) “Contract” means the legally binding agreement between Carbonwize and the Customer, comprising the Individual Contract, these Terms, and any applicable annexes, statements of work, or amendments.
(vii) “Contractual Services” means the collective services to be provided by Carbonwize to the Customer under the Individual Contract, including the SaaS Services, Additional Services, and any agreed Consulting Services.
(viii) “Customer” means the entity or individual identified as Carbonwize’s counterparty in the Individual Contract, and who has accepted these Terms. If the Individual Contract is accepted on behalf of an entity, “Customer” shall refer to that entity.
(ix) “Customer Data” means all information, content, documents, files, and data that the Customer or its Authorized Users submit, store, or process in the course of using the SaaS Services. This includes profile data, uploaded records, and any outputs generated from such data. Customer retains all rights to its Customer Data, subject to the rights granted to Carbonwize under these Terms.
(x) “SaaS Services” means the software-as-a-service offerings provided by Carbonwize via its hosted Platform, including Carbonwize and Sustainwize, that enable the Customer to collect, manage, analyze, and report on sustainability and carbon-related data. SaaS Services are delivered remotely via the internet and do not require local installation.
(xi) “Free Trial” means a temporary, no-cost period of access to the Platform. Upon expiration of a Free Trial, the Account will be deactivated. To prevent deactivation or to reactivate the Account, the Customer must select a Subscription and pay the applicable Subscription Fee.
2. Object of the Contract, Contract conclusion, Amendments to the Terms
(i) The object of the Contract is the provision of the SaaS Services commissioned by the Customer and agreed in the Individual Contract as well as the provision of additional services, if and insofar as these are specified in the Individual Contract.
(ii) Carbonwize reserves the right to amend or supplement these Terms with effect for the future. Carbonwize shall inform the Customer about any amendments and supplements by notifying the Customer of the content of the amended or supplemented provisions in text form (e.g. by email or by notification when logging onto the Platform) in advance and with a reasonable period of notice, but at least four weeks before the amendments/supplements are scheduled to take effect. The amendments/supplements shall be deemed accepted by the Customer if it does not object to the amendments/supplements in text form within four weeks of receipt of the notification. If, however, the Customer objects in accordance with the previous sentence, the Contract shall continue to apply unchanged under the previous conditions. In its notice of the change, Carbonwize shall point out to the Customer separately the Customer's right of objection and the aforementioned legal consequences of not responding.
3. Scope of Service, Authority to Change
(i) This Contract covers neither the Customer's connection to the internet and maintenance of the network connection nor the procurement and provision of the hardware required for this on the part of the Customer. The Customer shall be obliged to create and maintain the technical prerequisites for access to the SaaS Services in its own area, at its own expense and risk.
(ii) The SaaS services can be used without additional support from Carbonwize. If the Customer wishes to make use of onboarding services or other services in connection with configuration, customizing, integration, Co-Creation, training or adaptation of the SaaS Services a separate assignment and a separate remuneration is required.
(iii) Carbonwize continuously develops and enhances the SaaS Services and the Platform. Updates to the core product shall always be provided to the Customer free of charge. However, in the event of extensive updates and extensions of the functional scope (e.g. the addition of modules) of the Platform or the SaaS Services, Carbonwize shall be entitled to classify these as a new product or upgrade and make them available to the Customer for an additional fee. Insofar as Carbonwize provides such upgrades and extensions free of charge, the Customer shall have no legal claim to their provision. Carbonwize shall inform the Customer about any discontinuation of the free services.
(iv) Carbonwize reserves the right to make changes in order to adapt the Platform and SaaS Services to the state of the art, changes for optimisation purposes (in particular to enhance user-friendliness), as well as changes to content, insofar as the latter are necessary to correct errors, for updating and completing content, for technically optimizing programs or for licensing reasons. If such a change leads to a not only insignificant devaluation of the Contractual Services, the Customer shall be entitled to either demand a reduction of the remuneration in line with the devaluation or terminate the Contract without notice. This right of termination may be exercised within a period of eight weeks from the occurrence of the change.
4. User Account, Access Data
Customer’s access to the Platform shall be password-protected and limited to the number of Authorized Users specified in the Individual Contract. Access credentials will be issued by Carbonwize via encrypted email links, and each credential shall be unique to a single Authorized User. Customer shall provide valid email addresses for Authorized Users and ensure that all Users maintain the confidentiality of their credentials and use sufficiently secure passwords. Customer may authorize Users to access and use the Carbonwize or Sustainwize Platform solely:
(i) in accordance with the Customer’s Scope of Use; and
(ii) for the Customer’s internal business purposes. The Customer is responsible for all activities undertaken through its Authorized Users’ accounts and must ensure that all Users comply with these Terms.
Sharing of credentials or enabling access to unauthorized third parties is strictly prohibited. Customer must notify Carbonwize without undue delay of any suspected or actual misuse of credentials. Carbonwize reserves the right to suspend or revoke access if misuse is suspected and may reset credentials for security reasons, with prior notice where practicable. This does not affect Carbonwize’s right to seek damages or other legal remedies.
5. Support Services
Carbonwize may provide basic support to the Customer during the contract period at no additional charge, including email or phone assistance through either the Customer’s assigned Success Manager or Carbonwize’s general support channel (support@carbonwize.io). Support hours are Monday to Friday, 10:00 AM to 6:00 PM (GMT+7), excluding public holidays in Thailand. Requests received outside support hours will be deemed received on the next business day. While Carbonwize aims to respond to all requests within 24 hours during business hours, response times may vary depending on severity and availability.
6. Consulting Services
If Consulting Services are agreed under an Individual Contract, the scope and associated fees shall be specified in that agreement. Carbonwize may provide such services through its employees or subcontractors at its discretion. The Customer is not entitled to request specific personnel or control the method of delivery unless expressly agreed. Deliverables shall be in the format determined by Carbonwize unless otherwise specified in writing.
7. Customer Responsibilities and Acceptable Use
The Customer shall ensure all necessary technical and organizational measures are in place for proper access to and secure use of the Platform. This includes maintaining compatible hardware, internet connection, updated browsers, and appropriate cybersecurity protections against malware. The Customer is responsible for ensuring all information provided on the Platform is accurate, current, and promptly updated as needed.
Customer may authorize Users to access and use the Carbonwize or Sustainwize Platform solely: (i) in accordance with the Customer’s Scope of Use; and (ii) for internal business purposes. The Customer shall ensure its Authorized Users comply with these Terms and shall be fully responsible for all activities performed through its user accounts.
The Customer agrees to access the SaaS Services exclusively through interfaces provided by Carbonwize and to refrain from any use that could harm, disable, overburden, or impair the Platform or interfere with any other party’s use of the Platform. In particular, the Customer agrees not to:
The Customer shall indemnify and hold harmless Carbonwize against any third-party claims, damages, or legal costs (including reasonable attorney fees) arising from the Customer’s or its Users’ violation of these Terms, except where the Customer is not responsible for the infringement.
8. Intellectual Property, Rights of Use, Naming of References
(i) The Platform and the SaaS Services, including the homepage layout, the graphics and images used, the content as a whole as well as individual pieces of content including the system presentation texts, as well as the software code on which the SaaS Services and the Platform are based and any work result of Additional Services by Carbonwize may be protected in whole or in part by copyright or other intellectual property rights. All rights are exclusively reserved by Carbonwize or Carbonwize's licensors.
(ii) In particular, the Customer shall be prohibited from:
A. reproducing, modifying, adapting, translating, decompiling, disassembling or deriving the Platform or the SaaS Services, performing reverse engineering, or otherwise attempting to derive the source code underlying the SaaS Services or the Platform.
B. using, evaluating or displaying the Platform or the SaaS Services in order to construct, modify or otherwise create a network environment, a program, an infrastructure or parts thereof with features comparable to those of the SaaS Services or the Platform. This shall not affect the mandatory legal regulations on permissible use pursuant to The Copyright Act.
(iii) In accordance with the Individual Contract and the following provisions, the Customer shall be granted the non-exclusive, non-transferable right, limited to the duration of the Individual Contract, to access the SaaS Services and the Platform and to use the work result of Additional Services. This right of use shall be limited to the number of Authorized Users specified in the Individual Contract. Carbonwize shall be entitled to take technical measures to prevent use beyond the permissible scope, in particular to install access barriers.
(iv) The Customer retains all rights to the Customer Data submitted through the Platform. However, the Customer grants Carbonwize a non-exclusive, royalty-free, irrevocable, worldwide license to use Customer Data in anonymized and aggregated form, to the extent permitted by applicable law, for the purposes of analytics, service improvement, reporting, benchmarking, and product development. The Customer shall have no rights in or to such aggregated results or derived data, which shall be the sole property of Carbonwize.
(v) Carbonwize shall be entitled to include the Customer in Carbonwize's reference list and to name the Customer in a suitable manner as a reference on the Website and in printed and digital marketing and advertising materials. For this purpose, the Customer shall grant Carbonwize free of charge a non-exclusive, worldwide, non-transferable right to use the Customer's company name and logo. If using the company name and/or logo is subject to particular requirements, the Customer shall inform Carbonwize of these without request. The Customer shall be entitled to withdraw the granted right of use at any time, with effect for the future, by submitting a notification to that effect in text form.
9. Remuneration and Payment, Payment Terms
(i) The remuneration owed by the Customer for the Contractual Services shall be specified in the Individual Contract.
(ii) The remuneration for the Contractual Services shall be paid in advance for the service or billing period specified in the Individual Contract and the subsequent extension periods.
(iii) Unless otherwise expressly agreed in the Individual Contract, invoices issued by Carbonwize shall be due for payment in full within 7 days after receipt by the Customer. Carbonwize shall be entitled to send invoices to the Customer by email or to make them available to the Customer online.
(iv) Any set-off of claims by the Customer against claims of Carbonwize shall only be possible to the extent to which the Customer's claims are legally established or not disputed.
(v) The pricing can be in US Dollars and Thai Baht – unless they are expressly referred to as gross prices – do not include the statutory turnover tax applicable at the relevant time. Unless expressly stated otherwise, the Customer shall be responsible for all other taxes and duties that apply to the sale and use of the SaaS Services and Additional Services. The Customer shall pay Carbonwize for the SaaS Services and Additional Services without any deductions for such taxes and duties. If Carbonwize is obligated to levy or pay such taxes and duties, Carbonwize shall invoice the Customer for these taxes and duties, unless the Customer submits to Carbonwize a valid exemption certificate issued by the competent tax office which states that no tax needs to be levied.
10. Restriction or Suspension of User Account
Carbonwize reserves the right to temporarily or permanently restrict or suspend the Customer’s access to the SaaS Services if:
A. there is evidence of unauthorized access, misuse, or fraudulent use of the Platform;
B. the Customer enables access by unauthorized third parties;
C. the Customer breaches material obligations under these Terms;
D. payment is overdue by more than 30 days despite written reminder; or
E. any other circumstances arise that would justify termination for cause.
Carbonwize will inform the Customer of any such restriction or suspension without undue delay, including the reason and expected duration. Restrictions under this clause are preventive measures and do not affect Carbonwize’s right to terminate the Contract under Clause 14.
11. Limitations of Liability
Carbonwize shall only be liable without limitation for damages resulting from willful misconduct or gross negligence by Carbonwize, its legal representatives, or agents. For damages arising from slight negligence, Carbonwize shall be liable only for the breach of essential contractual obligations, and in such cases, liability shall be limited to foreseeable and typical damages. Except where prohibited by law, Carbonwize’s total aggregate liability under these Terms shall not exceed the total amount of fees actually paid by the Customer in the twelve (12) months preceding the incident giving rise to the claim, and in any case shall not exceed USD 300. For Customers accessing the Platform under a Free Trial, Carbonwize shall not be liable for any damages.
12. Confidentiality
(i) With regard to Confidential Information of the other party, each party shall be obliged to:
A. keep such information strictly confidential and only use it in connection with the contractual purposes;
B. take appropriate confidentiality measures to secure such information against unauthorized access by third parties. This also includes technical security measures that take into account the state of PDPA;
C. only disclose or pass on such information to those employees and bodies as well as commissioned service providers who or which need to know this information for the execution of the Contract, and who or which are subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement;
D. not disclose or pass on such information to third parties, unless the third party is a consultant or potential investor of the receiving party and the respective consultant or investor is subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement or is already professionally bound to secrecy.
(ii) The confidentiality obligations under Clause 13 shall not apply to Confidential Information that can be proven to:
A. have been known or generally accessible to the public before its communication or transfer or becomes known or generally accessible to the public at a later date, as long as there is no breach of a confidentiality obligation;
B. have been already known to the receiving party prior to disclosure by the disclosing party, as long as there is no breach of a confidentiality obligation;
C. have been developed independently by the receiving party without using or referring to the Confidential Information of the disclosing party;
D. have been handed over or made available to the receiving party by an authorized third party, as long as there is no breach of a confidentiality obligation;
E. be required to be disclosed due to mandatory legal provisions or a decision of a court and/or an authority.
(iii) The confidentiality obligations under this Clause 13 shall remain in force for a period of 2 years after termination of the Contract.
13. Contract Term and Termination
(i) The beginning, duration, and ordinary rights of termination shall be specified in the Individual Contract. This shall not affect the right to extraordinary termination.
(ii) Unless otherwise stated in the Individual Contract, the Contract may be terminated by either party with one (1) month’s written notice.
(iii) Upon termination or expiration of the contractual relationship, Carbonwize shall immediately block the Customer’s access to the Platform. Customer Data will be retained for up to thirty (30) days to allow the Customer to request its return or export. After this period, all Customer Data will be permanently deleted, unless retention is required by applicable law or the Customer has provided written consent for extended retention.
Carbonwize reserves the right to retain and use anonymized and aggregated data derived from Customer Data for internal purposes such as analytics, service optimization, and Platform improvement. Such data will not identify the Customer or any individual, and will exclude any proprietary or confidential business information.
It is the sole responsibility of the Customer to ensure that all required Customer Data, including Personal Information and Emission Data, is backed up or exported prior to termination. Carbonwize shall not be liable for any data loss resulting from the Customer’s failure to do so, unless otherwise agreed in a separate Service Level Agreement (SLA).
14. Applicable law and place of jurisdiction
(i) The Contract shall be subject to Thailand law.
(ii) The courts in Thailand shall have exclusive jurisdiction for all disputes arising from or in connection with this Contract.
By accessing or using the Platform, or by clicking an “Agree” or similar button, Customer agrees to be bound by these Terms. If the person accepting these Terms is doing so on behalf of a company or other legal entity, such person represents that they have the authority to bind such entity to these Terms, and “Customer” shall refer to such entity.
YOU WILL NOT BE ABLE TO USE OUR SERVICE IF YOU DO NOT AGREE TO THESE POLICIES.
1. Definitions
(i) “Carbonwize“ means the enterprise software-as-a-service platform developed and operated by Carbonwize Co., Ltd., providing tools to collect, analyze, and manage greenhouse gas emission data, plan decarbonization strategies, and support sustainability initiatives. This includes any other product names developed and offered by Carbonwize Co., Ltd., such as “Sustainwize“.
(ii) “Additional Services“ means any supplemental or value-added services provided by Carbonwize to the Customer pursuant to an Individual Contract, including but not limited to consulting, integration, or onboarding support.
(iii) “Authorized Users“ means individuals who are authorized by the Customer to access and use the Platform on Customer\u2019s behalf, subject to the access rights granted under these Terms and any applicable Individual Contract. If you are entering into these Terms on behalf of an entity, such as your employer or another organization, you represent and warrant that you have the legal authority to bind such entity to these Terms. In such case, the terms “you,“ “your,“ “Customer,“ or any similar term shall refer to that entity.
(iv) "Confidential Information" means all information disclosed to one party by the other party, whether in writing, electronically or orally, digitally or in any other form that is expressly marked as "confidential" or should be considered confidential due to the nature of the information or the circumstances of its disclosure. Confidential Information includes, but is not limited to, information relating to technologies, inventions, software and/or hardware, new products, intellectual property, know-how, marketing plans, financial situations, business strategies, business relationships, business plans, business calculations, pricing policy or personnel matters of one of the parties. Confidential Information also includes the content of the Individual Contract concluded between the Customer and Carbonwize.
(v) “Consulting Services“ means professional services provided by Carbonwize to the Customer, as expressly agreed in an Individual Contract. These may include but are not limited to implementation, configuration, integration, onboarding, training, or advisory services, and are distinct from the standard features of the SaaS Services.
(vi) “Contract” means the legally binding agreement between Carbonwize and the Customer, comprising the Individual Contract, these Terms, and any applicable annexes, statements of work, or amendments.
(vii) “Contractual Services” means the collective services to be provided by Carbonwize to the Customer under the Individual Contract, including the SaaS Services, Additional Services, and any agreed Consulting Services.
(viii) “Customer” means the entity or individual identified as Carbonwize’s counterparty in the Individual Contract, and who has accepted these Terms. If the Individual Contract is accepted on behalf of an entity, “Customer” shall refer to that entity.
(ix) “Customer Data” means all information, content, documents, files, and data that the Customer or its Authorized Users submit, store, or process in the course of using the SaaS Services. This includes profile data, uploaded records, and any outputs generated from such data. Customer retains all rights to its Customer Data, subject to the rights granted to Carbonwize under these Terms.
(x) “SaaS Services” means the software-as-a-service offerings provided by Carbonwize via its hosted Platform, including Carbonwize and Sustainwize, that enable the Customer to collect, manage, analyze, and report on sustainability and carbon-related data. SaaS Services are delivered remotely via the internet and do not require local installation.
(xi) “Free Trial” means a temporary, no-cost period of access to the Platform. Upon expiration of a Free Trial, the Account will be deactivated. To prevent deactivation or to reactivate the Account, the Customer must select a Subscription and pay the applicable Subscription Fee.
2. Object of the Contract, Contract conclusion, Amendments to the Terms
(i) The object of the Contract is the provision of the SaaS Services commissioned by the Customer and agreed in the Individual Contract as well as the provision of additional services, if and insofar as these are specified in the Individual Contract.
(ii) Carbonwize reserves the right to amend or supplement these Terms with effect for the future. Carbonwize shall inform the Customer about any amendments and supplements by notifying the Customer of the content of the amended or supplemented provisions in text form (e.g. by email or by notification when logging onto the Platform) in advance and with a reasonable period of notice, but at least four weeks before the amendments/supplements are scheduled to take effect. The amendments/supplements shall be deemed accepted by the Customer if it does not object to the amendments/supplements in text form within four weeks of receipt of the notification. If, however, the Customer objects in accordance with the previous sentence, the Contract shall continue to apply unchanged under the previous conditions. In its notice of the change, Carbonwize shall point out to the Customer separately the Customer's right of objection and the aforementioned legal consequences of not responding.
3. Scope of Service, Authority to Change
(i) This Contract covers neither the Customer's connection to the internet and maintenance of the network connection nor the procurement and provision of the hardware required for this on the part of the Customer. The Customer shall be obliged to create and maintain the technical prerequisites for access to the SaaS Services in its own area, at its own expense and risk.
(ii) The SaaS services can be used without additional support from Carbonwize. If the Customer wishes to make use of onboarding services or other services in connection with configuration, customizing, integration, Co-Creation, training or adaptation of the SaaS Services a separate assignment and a separate remuneration is required.
(iii) Carbonwize continuously develops and enhances the SaaS Services and the Platform. Updates to the core product shall always be provided to the Customer free of charge. However, in the event of extensive updates and extensions of the functional scope (e.g. the addition of modules) of the Platform or the SaaS Services, Carbonwize shall be entitled to classify these as a new product or upgrade and make them available to the Customer for an additional fee. Insofar as Carbonwize provides such upgrades and extensions free of charge, the Customer shall have no legal claim to their provision. Carbonwize shall inform the Customer about any discontinuation of the free services.
(iv) Carbonwize reserves the right to make changes in order to adapt the Platform and SaaS Services to the state of the art, changes for optimisation purposes (in particular to enhance user-friendliness), as well as changes to content, insofar as the latter are necessary to correct errors, for updating and completing content, for technically optimizing programs or for licensing reasons. If such a change leads to a not only insignificant devaluation of the Contractual Services, the Customer shall be entitled to either demand a reduction of the remuneration in line with the devaluation or terminate the Contract without notice. This right of termination may be exercised within a period of eight weeks from the occurrence of the change.
4. User Account, Access Data
Customer’s access to the Platform shall be password-protected and limited to the number of Authorized Users specified in the Individual Contract. Access credentials will be issued by Carbonwize via encrypted email links, and each credential shall be unique to a single Authorized User. Customer shall provide valid email addresses for Authorized Users and ensure that all Users maintain the confidentiality of their credentials and use sufficiently secure passwords. Customer may authorize Users to access and use the Carbonwize or Sustainwize Platform solely:
(i) in accordance with the Customer’s Scope of Use; and
(ii) for the Customer’s internal business purposes. The Customer is responsible for all activities undertaken through its Authorized Users’ accounts and must ensure that all Users comply with these Terms.
Sharing of credentials or enabling access to unauthorized third parties is strictly prohibited. Customer must notify Carbonwize without undue delay of any suspected or actual misuse of credentials. Carbonwize reserves the right to suspend or revoke access if misuse is suspected and may reset credentials for security reasons, with prior notice where practicable. This does not affect Carbonwize’s right to seek damages or other legal remedies.
5. Support Services
Carbonwize may provide basic support to the Customer during the contract period at no additional charge, including email or phone assistance through either the Customer’s assigned Success Manager or Carbonwize’s general support channel (support@carbonwize.io). Support hours are Monday to Friday, 10:00 AM to 6:00 PM (GMT+7), excluding public holidays in Thailand. Requests received outside support hours will be deemed received on the next business day. While Carbonwize aims to respond to all requests within 24 hours during business hours, response times may vary depending on severity and availability.
6. Consulting Services
If Consulting Services are agreed under an Individual Contract, the scope and associated fees shall be specified in that agreement. Carbonwize may provide such services through its employees or subcontractors at its discretion. The Customer is not entitled to request specific personnel or control the method of delivery unless expressly agreed. Deliverables shall be in the format determined by Carbonwize unless otherwise specified in writing.
7. Customer Responsibilities and Acceptable Use
The Customer shall ensure all necessary technical and organizational measures are in place for proper access to and secure use of the Platform. This includes maintaining compatible hardware, internet connection, updated browsers, and appropriate cybersecurity protections against malware. The Customer is responsible for ensuring all information provided on the Platform is accurate, current, and promptly updated as needed.
Customer may authorize Users to access and use the Carbonwize or Sustainwize Platform solely: (i) in accordance with the Customer’s Scope of Use; and (ii) for internal business purposes. The Customer shall ensure its Authorized Users comply with these Terms and shall be fully responsible for all activities performed through its user accounts.
The Customer agrees to access the SaaS Services exclusively through interfaces provided by Carbonwize and to refrain from any use that could harm, disable, overburden, or impair the Platform or interfere with any other party’s use of the Platform. In particular, the Customer agrees not to:
- Engage in unlawful, offensive, or harmful conduct;
- Violate intellectual property rights of Carbonwize or any third party;
- Introduce viruses, worms, or malicious code into the Platform
- Use the Platform to transmit spam or unauthorized marketing;
- Circumvent technical restrictions or security features;
- Use bots, crawlers, or other automated methods to access the Platform;
The Customer shall indemnify and hold harmless Carbonwize against any third-party claims, damages, or legal costs (including reasonable attorney fees) arising from the Customer’s or its Users’ violation of these Terms, except where the Customer is not responsible for the infringement.
8. Intellectual Property, Rights of Use, Naming of References
(i) The Platform and the SaaS Services, including the homepage layout, the graphics and images used, the content as a whole as well as individual pieces of content including the system presentation texts, as well as the software code on which the SaaS Services and the Platform are based and any work result of Additional Services by Carbonwize may be protected in whole or in part by copyright or other intellectual property rights. All rights are exclusively reserved by Carbonwize or Carbonwize's licensors.
(ii) In particular, the Customer shall be prohibited from:
A. reproducing, modifying, adapting, translating, decompiling, disassembling or deriving the Platform or the SaaS Services, performing reverse engineering, or otherwise attempting to derive the source code underlying the SaaS Services or the Platform.
B. using, evaluating or displaying the Platform or the SaaS Services in order to construct, modify or otherwise create a network environment, a program, an infrastructure or parts thereof with features comparable to those of the SaaS Services or the Platform. This shall not affect the mandatory legal regulations on permissible use pursuant to The Copyright Act.
(iii) In accordance with the Individual Contract and the following provisions, the Customer shall be granted the non-exclusive, non-transferable right, limited to the duration of the Individual Contract, to access the SaaS Services and the Platform and to use the work result of Additional Services. This right of use shall be limited to the number of Authorized Users specified in the Individual Contract. Carbonwize shall be entitled to take technical measures to prevent use beyond the permissible scope, in particular to install access barriers.
(iv) The Customer retains all rights to the Customer Data submitted through the Platform. However, the Customer grants Carbonwize a non-exclusive, royalty-free, irrevocable, worldwide license to use Customer Data in anonymized and aggregated form, to the extent permitted by applicable law, for the purposes of analytics, service improvement, reporting, benchmarking, and product development. The Customer shall have no rights in or to such aggregated results or derived data, which shall be the sole property of Carbonwize.
(v) Carbonwize shall be entitled to include the Customer in Carbonwize's reference list and to name the Customer in a suitable manner as a reference on the Website and in printed and digital marketing and advertising materials. For this purpose, the Customer shall grant Carbonwize free of charge a non-exclusive, worldwide, non-transferable right to use the Customer's company name and logo. If using the company name and/or logo is subject to particular requirements, the Customer shall inform Carbonwize of these without request. The Customer shall be entitled to withdraw the granted right of use at any time, with effect for the future, by submitting a notification to that effect in text form.
9. Remuneration and Payment, Payment Terms
(i) The remuneration owed by the Customer for the Contractual Services shall be specified in the Individual Contract.
(ii) The remuneration for the Contractual Services shall be paid in advance for the service or billing period specified in the Individual Contract and the subsequent extension periods.
(iii) Unless otherwise expressly agreed in the Individual Contract, invoices issued by Carbonwize shall be due for payment in full within 7 days after receipt by the Customer. Carbonwize shall be entitled to send invoices to the Customer by email or to make them available to the Customer online.
(iv) Any set-off of claims by the Customer against claims of Carbonwize shall only be possible to the extent to which the Customer's claims are legally established or not disputed.
(v) The pricing can be in US Dollars and Thai Baht – unless they are expressly referred to as gross prices – do not include the statutory turnover tax applicable at the relevant time. Unless expressly stated otherwise, the Customer shall be responsible for all other taxes and duties that apply to the sale and use of the SaaS Services and Additional Services. The Customer shall pay Carbonwize for the SaaS Services and Additional Services without any deductions for such taxes and duties. If Carbonwize is obligated to levy or pay such taxes and duties, Carbonwize shall invoice the Customer for these taxes and duties, unless the Customer submits to Carbonwize a valid exemption certificate issued by the competent tax office which states that no tax needs to be levied.
10. Restriction or Suspension of User Account
Carbonwize reserves the right to temporarily or permanently restrict or suspend the Customer’s access to the SaaS Services if:
A. there is evidence of unauthorized access, misuse, or fraudulent use of the Platform;
B. the Customer enables access by unauthorized third parties;
C. the Customer breaches material obligations under these Terms;
D. payment is overdue by more than 30 days despite written reminder; or
E. any other circumstances arise that would justify termination for cause.
Carbonwize will inform the Customer of any such restriction or suspension without undue delay, including the reason and expected duration. Restrictions under this clause are preventive measures and do not affect Carbonwize’s right to terminate the Contract under Clause 14.
11. Limitations of Liability
Carbonwize shall only be liable without limitation for damages resulting from willful misconduct or gross negligence by Carbonwize, its legal representatives, or agents. For damages arising from slight negligence, Carbonwize shall be liable only for the breach of essential contractual obligations, and in such cases, liability shall be limited to foreseeable and typical damages. Except where prohibited by law, Carbonwize’s total aggregate liability under these Terms shall not exceed the total amount of fees actually paid by the Customer in the twelve (12) months preceding the incident giving rise to the claim, and in any case shall not exceed USD 300. For Customers accessing the Platform under a Free Trial, Carbonwize shall not be liable for any damages.
12. Confidentiality
(i) With regard to Confidential Information of the other party, each party shall be obliged to:
A. keep such information strictly confidential and only use it in connection with the contractual purposes;
B. take appropriate confidentiality measures to secure such information against unauthorized access by third parties. This also includes technical security measures that take into account the state of PDPA;
C. only disclose or pass on such information to those employees and bodies as well as commissioned service providers who or which need to know this information for the execution of the Contract, and who or which are subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement;
D. not disclose or pass on such information to third parties, unless the third party is a consultant or potential investor of the receiving party and the respective consultant or investor is subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement or is already professionally bound to secrecy.
(ii) The confidentiality obligations under Clause 13 shall not apply to Confidential Information that can be proven to:
A. have been known or generally accessible to the public before its communication or transfer or becomes known or generally accessible to the public at a later date, as long as there is no breach of a confidentiality obligation;
B. have been already known to the receiving party prior to disclosure by the disclosing party, as long as there is no breach of a confidentiality obligation;
C. have been developed independently by the receiving party without using or referring to the Confidential Information of the disclosing party;
D. have been handed over or made available to the receiving party by an authorized third party, as long as there is no breach of a confidentiality obligation;
E. be required to be disclosed due to mandatory legal provisions or a decision of a court and/or an authority.
(iii) The confidentiality obligations under this Clause 13 shall remain in force for a period of 2 years after termination of the Contract.
13. Contract Term and Termination
(i) The beginning, duration, and ordinary rights of termination shall be specified in the Individual Contract. This shall not affect the right to extraordinary termination.
(ii) Unless otherwise stated in the Individual Contract, the Contract may be terminated by either party with one (1) month’s written notice.
(iii) Upon termination or expiration of the contractual relationship, Carbonwize shall immediately block the Customer’s access to the Platform. Customer Data will be retained for up to thirty (30) days to allow the Customer to request its return or export. After this period, all Customer Data will be permanently deleted, unless retention is required by applicable law or the Customer has provided written consent for extended retention.
Carbonwize reserves the right to retain and use anonymized and aggregated data derived from Customer Data for internal purposes such as analytics, service optimization, and Platform improvement. Such data will not identify the Customer or any individual, and will exclude any proprietary or confidential business information.
It is the sole responsibility of the Customer to ensure that all required Customer Data, including Personal Information and Emission Data, is backed up or exported prior to termination. Carbonwize shall not be liable for any data loss resulting from the Customer’s failure to do so, unless otherwise agreed in a separate Service Level Agreement (SLA).
14. Applicable law and place of jurisdiction
(i) The Contract shall be subject to Thailand law.
(ii) The courts in Thailand shall have exclusive jurisdiction for all disputes arising from or in connection with this Contract.
Measure wise and decarbonize
Certified System and
Software Engineering
Standard
Software Engineering
Standard
© 2025 CARBONWIZE CO., LTD.
