terms and conditions

GENERAL TERMS AND CONDITIONS

In the event of any discrepancy or ambiguity between the English and other language versions, the German version shall prevail.

Definitions
- “CAGC” refers to Central Agency for Green Commerce GmbH, registered in the Hamburg Commercial Register under number HRB 177388.
- “Scoring Partner” refers to companies contracted (or subcontracted) by CAGC to assist in gathering information necessary for scoring, developing scoring logic, carrying out the actual scoring, or performing other activities related to the service.
- “Rated Company” refers to any professional company that enters into a contract with CAGC by accepting these General Terms and Conditions and registering on the platform to provide information about its sustainability practices. For clarification, individuals acting for non-professional purposes and/or consumers cannot be classified as Rated Companies.
- “Affiliate” refers to any company or other legal entity that controls, is controlled by, or is under common control with a party.
- “Control” means, for the purpose of defining an “Affiliate” or “Subsidiary,” (a) in relation to a company, control or ownership (direct or indirect) of fifty percent (50%) or more of the shares or securities of such company, entitling it to voting rights in the election of directors, and (b) in relation to any other legal entity, ownership or control of fifty percent (50%) or more, giving the right to make decisions for that entity. An entity is considered an Affiliate or Subsidiary only as long as such control exists.
- “Requesting Company” refers to any company that will enter into a subscription for the platform and thus gain access to information about the sustainability performance of a Rated Company.
- “Subsidiary” refers to any company or other legal entity that is controlled by the Requesting Company.
- “Service Partner” refers to companies that provide IT solutions or online services to their own or joint customers, whose solution is integrated into the CAGC platform, as well as companies that are certified training and consulting partners of CAGC.
- “Party” refers to either CAGC or the Rated Company.
- “Rated Product” refers to each individual EAN of a Rated Company for which the Rated Company provides CAGC with sustainability information.
- “Platform” means the CAGC scoring system and any related or yet-to-be-connected technical or software-based solutions used by CAGC to collect, process, evaluate, and provide scoring-related data to Rated Companies or third parties.
- “Directory” refers to the creation of a database that contains general scoring attributes for all Rated Companies and their Rated Products, including name, (brand) logo, physical location, industry, website, rated products, status (rated/not rated), last rating, score expiration date, and the score values achieved as a result of the rating.
- “Score” refers to the sum of the evaluation results of a Rated Company regarding its sustainability and/or the results of the individual Rated Products. The score may include (i) quantitative evaluations, (ii) qualitative information about the Rated Company’s practices, (iii) benchmarking of other rated companies or products, and (iv) other scoring-relevant information.
- “Service” refers to the assessment of the sustainability performance of a Rated Company or product and the associated support, as well as other services provided by CAGC to its customers.
- “User” refers collectively to the Rated Company or the Requesting Company.
- “Export Controls” refers to all laws, regulations, and restrictive measures (each legally binding) related to the import, export, or re-export of goods, technologies, and services, as enacted, administered, or enforced from time to time by (i) the United States (including the Bureau of Industry and Security and the Department of Commerce and the Directorate of Defense Trade Controls of the Department of State), (ii) the European Union and its Member States, (iii) the United Kingdom, or (iv) other jurisdictions with regulatory authority over CAGC, the Rated Companies, or their respective affiliates.
- “Sanctioned Person” refers to any legal or natural person who (i) is subject to sanctions, (ii) is resident in or organized under the laws of a country or territory that is currently or has been in the past five years subject to country- or territory-wide sanctions (including Cuba, Iran, North Korea, Syria, or the Crimea region, with the list being subject to change over time as laws evolve), or (iii) is owned or controlled by any of the aforementioned natural or legal persons.
- “Sanctions” refers to all trade, economic, and financial sanctions and embargo laws, regulations, and restrictive measures (each legally binding) as enacted, administered, or enforced from time to time by (i) the United States (including, but not limited to, the Office of Foreign Assets Control of the Department of the Treasury and the Department of State), (ii) the European Union and its Member States, (iii) the United Nations, (iv) the United Kingdom, or (v) other jurisdictions with regulatory authority over CAGC, the Rated Companies, or their respective affiliates.
- “Anonymized” means that scores are used or processed without reference to the Rated Company or its Rated Products.
Purpose

CAGC operates a service on behalf of users to review the sustainability practices of Rated Companies, which includes the service and the platform. Access to the service by a Rated Company and the use of the platform are strictly subject to these General Terms and Conditions (hereinafter collectively referred to as the “Agreement”).
CAGC’s services are intended solely for professional use and professional users. Individuals acting for non-professional purposes and/or consumers are expressly excluded from the services.

Confidentiality

Unless explicitly authorized by the other party, CAGC and users may only use information and documents, of any kind, relating to the other party that they access during or in connection with the use of the platform, for the purpose of the service. The content of the scoring criteria and questions, as well as information related to CAGC’s scoring methodology, are considered confidential information of CAGC. The responses to the scoring criteria and questions are considered confidential information of the Rated Company.
For the purpose of the service, the Rated Company grants CAGC a non-exclusive, royalty-free, and worldwide right to host, cache, process, reproduce, and display the information provided by the Rated Company in connection with the use of the platform (the “Data”), and to use such data to provide the services offered by CAGC and develop the CAGC database. The Rated Company warrants and represents that it has the rights and permissions necessary to use the data for the purposes of the service and that it can freely grant the aforementioned license rights.
Article 3.1 does not apply to publicly available information or to information known to the other party prior to the provision of the service. Each party may disclose confidential information to tax authorities, local or state authorities, courts, as well as to that party’s agents, external legal advisors, and consultants without prior notice, approval, or consent of the other party, if required by law.

Responsibilities of CAGC

CAGC does not guarantee the results arising from the use of the service and is only obliged to use its best efforts (service contract). CAGC does not warrant that the platform or service functionalities will meet the user’s requirements. The platform and services are intended only as decision-making aids, and CAGC cannot be held liable for decisions made by the user based on them.
The evaluated company receives scores based on the information and resources available to CAGC and its scoring partners at the time of the evaluation. Should any information or circumstances fundamentally change during the validity period of the scores, CAGC reserves the right to temporarily revoke the company’s or the affected products’ scores, and, if necessary, to conduct a re-evaluation and issue revised scores. The CAGC General Terms and Conditions for Score and Brand Use can be found in Section 2 of these Terms and Conditions.
CAGC reserves the right to initiate a re-evaluation if individual scores are no longer valid and the evaluated company has agreed to a re-scoring.
As far as services are offered digitally with an end-user interface, they are available to users at any time (24 hours a day, seven days a week), except during maintenance. CAGC is not responsible for network-related disruptions, interruptions, failures, delays, unavailability of systems, and other connectivity issues that may affect the platform or service. If CAGC becomes aware of a data breach that could seriously compromise the security of the platform, service, or user data, CAGC may temporarily suspend access to the platform and service without prior notice in order to address the security breach in a timely manner. In such a case, CAGC assumes no liability toward users, and users may not claim any compensation from CAGC.
Responsibilities of the evaluated company

The evaluated company must cooperate with CAGC and ensure that it provides CAGC with the appropriate data, information, and documentation in a timely manner for the service or in connection with the operation of the service.
The evaluated company ensures that all submitted data is accurate, truthful, and complete, and agrees not to post or transmit any unlawful, fraudulent, harassing, defamatory, or obscene data to or through the platform.
The evaluated company appoints one or more assessment administrator(s).

Responsibilities of users (digital services)

The user agrees (i) not to interfere with or attempt to interfere with the proper functioning of the platform; (ii) not to send to or post anything on the platform that contains a virus or other harmful files; (iii) not to reverse-engineer the platform.
The user must secure access to the platform and maintain reasonable security measures to protect the platform from unauthorized access, use, or copying. The user is solely responsible for the confidentiality of their employees’ usernames and passwords. The user must promptly notify CAGC of any unauthorized use of personal access data. If such notification is not made, all information received by CAGC from someone using the user’s username and password will be considered to have been sent by that user. The user is obliged to immediately inform CAGC of any unauthorized access to the platform.
The user is not permitted, without prior express written consent from CAGC:
1. to translate or adapt the platform for any purpose, or arrange or create derivative works based on the platform,
2. to make changes, modifications, additions, or extensions to the platform for any purpose,
3. to decompile, reverse-engineer, or disassemble the platform or parts thereof.

Compliance with laws

In connection with the execution of this agreement, both parties must comply with all applicable laws and regulations.

Trade Regulations

The user represents and warrants that:
1. neither the user nor any of its officers or representatives is a sanctioned person, and
2. the user will not use, nor permit the use of, the services provided by CAGC or its affiliates (including but not limited to the service and the solution) in connection with business activities involving Cuba, Iran, North Korea, Syria, or the Crimea region (noting that this list of countries or regions may change over time due to changes in the law).
The user represents and warrants that they will not use the services provided by CAGC or its affiliates (including but not limited to the service and the platform) in connection with business activities involving a sanctioned person or for any purpose that would violate sanctions or export controls, or cause CAGC or its affiliates to violate them, and will not permit such use by any party.
The user acknowledges and agrees that CAGC and its affiliates are subject to sanctions and export controls and must take measures to ensure compliance with applicable sanctions and export controls. The user therefore acknowledges and agrees that their access to and use of services provided by CAGC or its affiliates (including but not limited to the service and the platform):
1. is subject to the representations and warranties given in this Article 8,
2. may be blocked and suspended in the event of a potential match with a sanctioned person, and
3. the user may be asked to provide information or documentation necessary to confirm their identity in the event of such a potential match.
The representations, warranties, assurances, or commitments made in this Article 8 are only made and accepted insofar as they do not result in a violation of Council Regulation (EC) No 2271/96 as amended, any law or regulation implementing Council Regulation (EC) No 2271/96 in any Member State of the European Union, or the German Foreign Trade Act, or any similar applicable law or regulation.

Indemnification

Indemnification by the User. The user shall indemnify CAGC from any losses, damages, liabilities, claims, and costs of any kind that CAGC incurs in connection with claims against CAGC arising out of:
1. the user’s breach of representations, warranties, assurances, or obligations,
2. the consequences of unlawful, fraudulent, harassing, defamatory, or obscene data, information, or documents provided to CAGC, or related to such.
Indemnification by CAGC. If the service infringes on the intellectual property rights of a third party that is not affiliated with the user, CAGC will, subject to Article 13, indemnify the evaluated company against all claims arising from such an infringement, and will pay all final money judgments, as well as reasonable and related attorney’s fees and costs awarded to the third party due to such an infringement. This also applies to settlements agreed to by CAGC. This obligation does not apply to claims arising out of or in connection with:
1. access to or use of the platform with hardware, systems, software, networks, or other materials or services not provided or authorized in writing by CAGC,
2. any modification of the platform, except where such modification is made by or on behalf of CAGC or with its written consent,
3. the user’s indemnification obligation under Article 9.1.
Indemnification Process. The above indemnification obligations are subject to the indemnified party:
1. notifying the indemnifying party in writing of the claim without delay,
2. reasonably cooperating and assisting in the defense, and
3. granting the indemnifying party sole control over the defense and all related settlement negotiations, provided that the indemnifying party may not settle any claim in a way that admits liability or otherwise adversely affects the indemnified party without consent.
If CAGC believes a service may be subject to claims of infringement, it will, at its own cost and discretion, either:
1. secure the user’s right to continue using the service,
2. replace or modify the relevant technology or hardware so that the service no longer infringes and remains substantially functionally equivalent, or
3. terminate the agreement and refund the user for any prepaid, unused fees.

Subscription and Fees

The use of the platform by the evaluated company is subject to the payment of all applicable fees, including a non-refundable annual or multi-year base fee, depending on the plan chosen by the evaluated company, as described in the individual agreement. All payments are due immediately without deduction. Local taxes, including withholding tax, are to be paid by or charged to the user and will not be deducted from the fees.
Subject to the evaluated company’s right to terminate this agreement under Article 14.2, CAGC reserves the right to revise its fee structure and/or introduce additional fees at any time, without incurring any liability to users. For the avoidance of doubt, the new fee structure will apply from the next scoring cycle.
Evaluated companies with a billing address within the European Union (including the UK) will be billed in euros only; all other companies may choose to be billed in euros or US dollars. Bank charges (transfer and currency conversion fees, if applicable) and any collection fees are to be borne by the evaluated company. If the evaluated company fails to make payment when due, interest may be charged on the overdue amount at a rate three (3) times the applicable legal rate in Germany.

Intellectual Property Rights

All content of the platform, including but not limited to all methods, processes, management tools, workshops, manuals, software packages, databases, guidelines, questionnaires, designs, trademarks, ideas, inventions, expertise, commercial methods, analysis methods, evaluation methods, evaluation results, and any other rights covered by intellectual property rights that were developed, created, or acquired by CAGC before or during the operation of the platform, are and remain the exclusive property of CAGC.
All data and individual inputs that each user makes on the platform remain the property of that user.

Personal Data

To the extent that CAGC processes personal data during the operation of the platform and the provision of the service, CAGC acts as the data controller in accordance with the EU General Data Protection Regulation 2016/679 (hereinafter referred to as “GDPR”). In connection with this processing, CAGC takes appropriate physical, administrative, and technical measures to protect this data against accidental or unlawful destruction, accidental loss, alteration, disclosure, unauthorized access, particularly via the internet, and any form of unlawful processing, in accordance with its privacy policy, which can be accessed at the following link: https://susycheck.eu/datenschutzerklarung/.
CAGC’s privacy policy is regularly updated to comply with applicable laws and regulations. With each update, the link to the new version of the privacy policy will be displayed on CAGC’s websites, and users are hereby encouraged to visit it regularly (at least once a month).
If changes to the privacy policy significantly increase the user’s obligations, the user may terminate their platform membership for this reason with three (3) months’ notice from the time the revised version of the privacy policy is published on CAGC’s websites.

Limitation of Liability

Notwithstanding other provisions in this agreement, CAGC shall not be liable for any indirect losses or damages of any kind (including, but not limited to, cover costs, lost profits, lost revenues, lost business, or data loss or corruption) arising from or in connection with this agreement, including damages resulting from:
1. the use or inability to use the platform or the service,
2. the use of data or evaluation results of the rated company by users, or
3. decisions made by users that arise directly or indirectly from the use of data or evaluation results of the rated company, or
4. the breach of confidentiality obligations through use, regardless of the nature of the action.
In any case, CAGC’s total liability, regardless of the legal basis, is strictly limited to the amount of fees paid by the user under this agreement for the service in the preceding twelve (12) months.

Term – Termination

Unless otherwise agreed, this agreement shall take effect on the date the user accepts the general terms and conditions. The initial term is twenty-four (24) months. The agreement will automatically renew for successive twelve (12) month periods unless terminated by either party in accordance with Articles 14.2 or 14.3.
The user may terminate the agreement at any time and without giving reasons by ceasing to use the platform and sending written notice to CAGC. Documentation provided in electronic format will be deleted upon request.
CAGC may terminate this agreement at any time and without giving reasons by providing written notice (or notice in electronic form) to the user. In this case, the user is entitled to a refund of prepaid fees. The refund will be prorated for all services not received after the date of termination.
Articles 3, 11, and 13 shall remain applicable even after termination of the agreement.

Non-Solicitation

The success of CAGC depends on its ability to recruit, train, and retain a productive and effective workforce: employees are our most valuable asset and are critical to developing and implementing key aspects of our strategic business plan, policies, and professional ethics. To acknowledge this fact, the user agrees that for the duration of the collaboration between the parties and for a period of one year from the date of termination (regardless of the reason for termination) (the “restricted period”), they will not directly or indirectly hire, solicit, or assist others in hiring or soliciting:
1. an employee of CAGC or its subsidiaries, or
2. a former employee of CAGC or its subsidiaries within three months of the end of the employment contract between the former employee and CAGC.
This provision does not prohibit the user from hiring, soliciting, or assisting others in hiring or soliciting employees of CAGC or its subsidiaries, provided that the employee responds to a general job advertisement or notice not specifically directed at CAGC employees.

Assignment and Transfer

The user may only assign this agreement to a third party with the prior written consent of CAGC. CAGC may assign this agreement to any direct or indirect subsidiary or any third party.

Changes to Scoring Logic, Maintenance of Services

CAGC will review the platform at least every 12 months and make necessary changes to the scoring system and related services accordingly. If this results in a differing evaluation regarding a product and/or company, users will be informed accordingly.
The user acknowledges that from time to time, certain maintenance activities regarding the CAGC platform may be necessary or appropriate, including bug fixes, software updates, score updates, feature updates, and the addition of new applications and modules. In most cases, the infrastructure of the CAGC platform is designed to support updates by the technical and support teams without the need to interrupt the operation of the CAGC platform. If such maintenance works do not reasonably have a significant impact on the user’s use of the CAGC platform, CAGC is not obligated to inform the user about such maintenance works.

Amendments

CAGC reserves the right to change the provisions of this agreement at any time and unilaterally, subject to the user’s ability to terminate the agreement in accordance with Article 14.2. Users will be informed of such changes by publication on the website www.cagc-de.eu or by other suitable means.

Governing Law and Jurisdiction

This agreement is governed by German law and will be construed and interpreted accordingly. Any dispute arising from or in connection with this agreement that cannot be settled out of court shall be submitted to the competent court in Hamburg, Germany, which shall have exclusive jurisdiction, regardless of the number of defendants.

Application of this Agreement

To the extent that the parties have entered into individual agreements that conflict with the provisions of this agreement, the individual provisions shall take precedence.
Furthermore, the parties hereby agree that this agreement sets forth the entirety of their respective rights and obligations regarding the subject matter of this agreement. This agreement supersedes all prior agreements, negotiations, and discussions between the parties regarding the subject matter of this agreement. Any conditions of an order or other documents submitted by the user in connection with access to or use of the platform that are intended to apply in addition to this agreement, differ from it, or do not comply with it, are not binding on CAGC and are void.

Final Provisions
If any individual provisions of these General Terms and Conditions are wholly or partially invalid or become invalid, the validity of the remaining provisions shall not be affected.