YOU WILL NOT BE ABLE TO USE OUR SERVICE IF YOU DO NOT AGREE TO THESE POLICIES.
(i) Carbonwize is a Enterprise software-as-a-service platform that allows its customers to collect & analyze a company's activity on Greenhouse Gas Emission data, to track and plan emission reduction measures and to optimize their carbon footprint and sustainability development. (ii) "Additional Services" means the additional services, if any, to be provided by Carbonwize under the Individual Contract.
(iii) "Authorized Users" means the Customer's employees who are authorized to access the SaaS Services within the scope of the rights of use acquired by the Customer.
(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 individually agreed consulting services, which Carbonwize provides to the Customer on the basis of an Individual Contract.
(vi). "Contract" is the Individual Contract including these Terms.
(vii) "Contractual Services" are the SaaS Services and/or Additional Services to be provided according to the Individual Contract.
(viii) "Customer" means Carbonwize's contractual partner named in the Individual Contract.
(ix) "Customer Data" means all profile information and data as well as other content and information that the Customer provides to Carbonwize in connection with the use of the SaaS Services. Customer Data includes Emission Data.
(x) "Emission Log” means all non-personal information and data provided by users that serve as a basis to calculate and/or analyze the footprint of a Customer, including the information from Logs, which the Customer collects from suppliers and own customers and/or processes by means of the SaaS Services.
(xi) "Feedback” means Customer's opinions, comments or suggestions regarding any possible development, modification, correction, improvement or enhancement of Carbonwize's software, products and/or services.
(xii) "PDPA” means Regulation (TH) of Thailand's Personal Data Protection Act of June 2022 on the protection of data processing, data collection, data storage, and data consent protocols. Once implemented, the PDPA is expected to change the landscape of personal data protection in Thailand
(xiii) "Individual Contract" means the SaaS contract concluded between the Customer and Carbonwize for the provision of SaaS Services and/or Consulting Services. An Individual Contract is also a contract that is concluded exclusively online via the Website. In these cases, the Individual Contract comes into effect with the order confirmation from Carbonwize.
(xiv) "Personal Data” means personal identifiable information as defined in PDPA.
(xv) "Platform" means the website application platform operated by Carbonwize and accessible via the Website.
(xvi) "SaaS Services" means the SaaS-based services provided by Carbonwize via the Platform by means of a software-as-a-service solution, including customer information and retention services.
(xvii) "Support Services” means technical support services where Carbonwize will handle errors or faults that occur in the SaaS Service and have been reported to Carbonwize. An error exists in particular if the SaaS Service does not fulfill the functions specified in the Individual Contract or the service description. An error shall not be deemed to exist if the aforementioned malfunctions occur as a result of improper handling of the SaaS Service and/or breaches of obligations by the Customer.
(xviii) "Website" means the website operated by Carbonwize, which is available at: https://carbonwize.io/.
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
(i) The Customer's access to the SaaS Services shall be password-protected via the Platform, using the access data assigned to the Customer by Carbonwize. Carbonwize shall provide the Customer with access data for the number of users agreed upon in the Individual Contract. For technical reasons, access data for a personal login will only be sent by email with an encrypted link. For this reason, the Customer must inform Carbonwize of the corresponding email addresses of the Authorized Users. The access data is individualized and may only be used by the Customer concerned or the Authorized Users. The Customer shall instruct the Authorized Users to choose a sufficiently secure password and to keep their access data, including the password, secret and to protect this information against unauthorized access by third parties. For security reasons and to prevent misuse, Carbonwize recommends that Customers change their passwords at regular intervals.
(ii) The sharing of access data and otherwise permitting or enabling the use of user accounts or the SaaS Services by third parties is strictly prohibited.
(iii) The Customer shall be obliged to inform Carbonwize without undue delay if it is aware of or suspects misuse of access data or passwords. In the event of misuse or suspected misuse, Carbonwize shall be entitled to block access to the Platform until the circumstances have been clarified and the misuse has ceased. Carbonwize also reserves the right to change the Customer's access data for security reasons; in such cases, Carbonwize shall inform the Customer without undue delay. This shall not affect the assertion of further rights and claims by Carbonwize, in particular claims for damages.
5. Support Services
Carbonwize will provide the Customer with Support Services during the Contract period without additional remuneration. Depending on the Customer's choice, Support Services shall be provided by the Customer Success Manager assigned to the Customer (by phone or email), or by Carbonwize's general email support (which is available at: Info@build3.tech). The Customer's dedicated Customer Success Manager shall be informed about each support case and assist in finding a solution. Support Services shall be available from Monday to Friday from 10 AM until 6 AM (GMT+7). This shall not apply on days that are public holidays in Thailand. Requests received outside of these support hours shall be deemed to have been received during the next working day. During business hours, the initial response to all support requests shall occur within no more than 24 hours.
6. Consulting Services
(i) If Consulting Services are agreed in an Individual Contract, the Terms of this Contract shall apply. The specific scope of Consulting Services and the remuneration for them shall be regulated in the respective Individual Contract.
(ii) Carbonwize shall provide the Consulting Services through suitable employees or subcontractors. A right to claim the performance of services by certain persons does not exist. The Customer is not authorized to give instructions to the employees of Carbonwize.
(iii) Carbonwize shall determine the manner of service provision itself, unless otherwise agreed. The Customer shall only be entitled to a specific form of presentation of the results if this has been expressly agreed.
7. Duties of cooperation on the part of the Customer
(i) The Customer shall support the execution of the Contract by actively cooperating in an appropriate manner. In particular, the Customer shall be responsible for ensuring, at no charge, all prerequisites within its sphere of operation that are necessary for the proper provision of Carbonwize's services. This shall include, in particular, the conditions set out in the Individual Contract as well as those specified in the following Clauses 1.
(ii) The Customer shall be required A. to create and maintain the technical prerequisites for access to the SaaS Services in its own area, particularly with regard to the hardware and operating system software used, connection to the internet and ensuring that its browser software is up to date; B. to take the necessary precautions to secure its systems during the entire Contract period, in particular to use the standard browser security settings and to employ up-to-date protection mechanisms to guard against malware; C. to ensure that the data stored in its user account is always up to date. In the event of changes or inaccuracies in the stored data, the Customer must update or correct this information without undue delay and without being asked.
(iii) Notwithstanding Carbonwize's obligation to back up data according to Clause 2 and 3 the Customer shall be responsible for maintaining and protecting the Customer Data and undertakes to back these up regularly. Every data backup by the Customer must be carried out in such a way that the recovery of Customer Data is possible at any time. The SaaS Service provides corresponding backup functionalities.
(iv) The Customer shall be required to inform Carbonwize in text form about any service disruptions (service defects, lack of availability) without undue delay after becoming aware of them, and shall use reasonable efforts to assist Carbonwize in eliminating the service disruptions.
8. Further obligations on the part of the Customer, prohibited activities, indemnification
(i) The Customer shall be required to use the SaaS Services provided by Carbonwize only to the contractually agreed extent and for the contractually intended purpose and within the framework of the applicable legal provisions, and to refrain from all actions that could endanger or disrupt the functioning of the SaaS Services.
(ii) In particular, the Customer shall be obliged A. not to use the SaaS Services to create, store or send any content that is pornographic, glorifies violence, is discriminatory, prohibited by law, harmful to young people, in violation of moral standards or harmful to public order and safety;
B. not to violate any copyright (e.g. for photos, graphics), trademarks (e.g. logos) and other property rights or other legally protected goods of Carbonwize or third parties (e.g. personal rights) when using the SaaS Services; C. not to use the SaaS Services to send unsolicited messages that could be considered spam; D. to access the SaaS Services exclusively via the interfaces provided by Carbonwize; E. to ensure that its information and data transmitted via the SaaS Services are not infected with viruses, worms or Trojans; F. not to use any devices, products or other means that serve to circumvent or overcome technical measures used by Carbonwize for the prevention of unauthorized use; G. not to use any web crawlers, robots, spiders, site search/retrieval applications or other automated means or comparable technologies to access the SaaS Services or to retrieve or evaluate content.
(iii) The Customer shall be obliged to inform the Authorized Users of the above provisions and to ensure compliance with them.
(iv) The Customer shall indemnify Carbonwize against all claims asserted by third parties against Carbonwize due to violation of their rights or due to rights infringements caused by content created or transmitted by the Customer using the SaaS Services. The Customer shall also bear the necessary costs of Carbonwize's legal defense in this regard, including court and lawyer fees. This indemnification shall not apply if the Customer is not responsible for the rights infringement. This shall not affect the assertion of further rights and claims by Carbonwize, in particular the right of extraordinary termination for good cause and claims for damages.
9. 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) In its relationship with Carbonwize, the Customer shall be entitled to all rights to the Emission Data. However, the Customer shall grant Carbonwize the irrevocable right, free of charge, to collect Emission Data in anonymous form to the extent permitted by law, and to use this to create statistical reports and presentations, to provide and enhance the Platform and SaaS Services, and to provide enhanced features. The Customer shall have no rights whatsoever to the aggregated data and results.
(iv) 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.
10. 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.
11. Restriction/blocking of the user account
(i) Carbonwize reserves the right to temporarily or permanently restrict the Customer's use of the SaaS Services or to temporarily or permanently block the Customer's access to the SaaS Services if A. there is concrete evidence that the Customer has allowed or in any other way deliberately enabled an unauthorized third party to use the user account or the access data; B. there is concrete evidence that a breach of one of the obligations under Clauses 10.1 and 10.2 has occurred; C. there is concrete evidence of misuse, unauthorized or fraudulent use of the user account or such use is to be feared on the basis of concrete evidence; D. the Customer fails to pay the remuneration owed within 30 days of the due date, despite a reminder; E. the Customer repeatedly violates other provisions of these Terms despite a warning; F. other circumstances exist that would entitle Carbonwize to terminate the Contract for good cause.
(ii) Carbonwize shall inform the Customer without undue delay of any temporary or permanent restriction or blocking of its user account, stating the reasons.
12. Limitations of Liability
(i) Carbonwize shall only be liable without limitation for damages in case of intent and gross negligence on the part of Carbonwize, its vicarious agents and/or legal representatives. With regard to damages caused by slight negligence, Carbonwize shall only be liable in case of a breach of an essential contractual obligation. Essential contractual obligations are those obligations whose fulfillment makes possible the correct execution of the Contract in the first place and on whose compliance the Customer may regularly rely. In the event of a breach of such an essential contractual obligation, the liability of Carbonwize shall be limited to the damages typical for this type of contract which Carbonwize could have foreseen at the time when the Contract was concluded based on the circumstances known at that time. For an individual case of damage, liability is limited to the amount of remuneration per contract year, but not more than 300 USD.
(ii) Carbonwize shall be liable for the loss of data in accordance with the preceding paragraph only if and insofar as such a loss could not have been avoided by the Customer through appropriate data backup measures.
(iii) The aforementioned limitations of liability as well as all other limitations of liability contained in these Terms shall not apply in the event of the assumption of express guarantees, in the event of claims due to a lack of warranted characteristics, or to damages resulting from injury to life, limb or health. In these cases, Carbonwize shall also be liable without limitation for slight negligence. The liability of Carbonwize under the Kingdom of Thailand Liability Act also remains unaffected.
(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; or 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.
14. Contract term, consequences of termination
(i) The beginning of the Contract, its duration and any ordinary rights of termination shall be regulated in the Individual Contract. This shall not affect the right of extraordinary termination.
(ii) If the Individual Contract does not contain any provision on termination rights, the contract may be terminated with one months' notice.
(iii) Carbonwize shall block the Customer's access to the Platform immediately after termination of the contractual relationship and, at the choice of the Customer, permanently erase or return all of the Customer Data and other content no later than one month after termination of the Contract. This shall not affect any statutory retention periods and it shall not affect Carbonwize's right to use Emission Log in an anonymized form. Once erased, the content cannot be restored. It shall be the responsibility of the Customer to ensure that it has backed up or copied all data it requires, in particular Customer Data, before termination of the contractual relationship. At the Customer's written request, Carbonwize shall support the Customer in this process in return for appropriate remuneration and make the data available to the Customer on a standard data medium or by way of remote data transmission. The Customer must declare its request at the latest at the time of termination or, in the case of termination by Carbonwize, immediately after receipt of the notice of termination.
15. 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.