Terms & Conditions

Maya Climate GmbH, Novalisstraße 11, 10115 Berlin, Germany, ("Maya Climate") operates an online origination and assessment platform via https://www.maya-climate.com/ and other channels (the "Platform"). These terms and conditions of Maya Climate (the "Terms") set forth the contractual basis for the provision of services of Maya Climate through the Platform. The Platform helps organisations (the ”Customer") to analyse environmental assets such as nature-based carbon projects through automated systems and bespoke assessment reports.

1. Subject matter and scope

1. The Terms are an integral part of each contract between Maya Climate and the Customer (individually also "Party" and collectively "Parties") on services provided by Maya Climate (each an "Agreement").
2. The Customer's general terms and conditions shall not apply, not even in a supplementary manner, unless Maya Climate agrees to their application in the order confirmation or otherwise in text or written form.
3. The subject matter of this Agreement is the provision of the Platform via a remote data connection within the scope of the agreed availability, functions and restrictions (the "Service").
4. The provision of the Service includes the Customer’s right to use the Service according to section 2.4 and the provision of storage space for the Customer Content (cf. section 5) and data generated by Customer through use of the Service.
5. Further Customer may order products such reports, documents, analyses, data compilations, and other intellectual property developed or provided as part of the Service (each a “Deliverable”) under this Agreement. The scope of each Deliverable shall be detailed in a separate statement of work (“SOW”).
6. Each Deliverable shall be specifically identified, either in this contract or in a separate document or annexure referenced herein, with detailed specifications including content, format, quality standards, and the timeline for delivery. The acceptance criteria and procedure for each Deliverable shall be as set forth in this contract.
7. Maya Climate does not offer any investment consulting or any other financial consulting services as part of the Service. Further Maya Climate does not warrant that information provided by the other Users on the Platform or from other data sources are true or complete. Maya Climate is in no way part of any business transactions between Customers.
8. These Terms shall also apply to changes to the Service, i.e., through bug fixes or updates to documentation (collectively "Updates"), made by Maya Climate during the term of the Agreement.

2. Provision of Service

1. During the term of the Agreement, Maya Climate shall provide the Services in the agreed scope and quality. The owed scope and quality of the Service by Maya Climate is dependent on the specific category (“Tier”) and usage limitations (“Usage”) agreed upon in the Agreement.
2. The Customer may choose to upgrade to a Tier with a broader scope of Services against payment of the respective service fee of the Tier as per the Agreement. The Customer ay also choose to increase their usage limitation against payment of the respective service fee of that increased Usage. Maya Climate reserves the right to change the scope of each Tier and Usage during the term of the Agreement.
3. Notwithstanding the above, the Service includes
   
   1. the technical provision of the Services via the Platform after the User's registration;
   2. the provision of storage space on the Platform;
4. Maya Climate grants to the Customer a simple, non-transferable and non-sublicensable right to use the Service for Customer’s business purposes. Customer shall not be authorized to
   
   1. use the Service beyond the agreed restrictions;
   2. reproduce, distribute or make publicly available the Service or parts thereof, except to the extent that this is necessary for the use in accordance with the Agreement;
   3. sublicense, lease, rent or otherwise make the Service or its functions available to third parties, unless Maya Climate expressly permits the Customer such use in text or written form;
   4. grant unauthorized third parties’ access to the Service or its functions or tolerate such access;
   5. copy, load or disclose software used for the operation or provision of the Service or software on which it is based, in whole or in part, on its own systems;
   6. reverse engineer, attempt to derive the source code of, prepare derivative works based upon, or otherwise exploit the Services, except as expressly permitted by this Agreement or as permitted under applicable law.
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5. The Customer shall inform Maya Climate without undue delay in text or written form if it becomes aware of a breach of section 2.4. Notwithstanding the foregoing, Maya Climate shall be entitled to reasonably monitor compliance with the agreed scope of use and the agreed restrictions of use, also by means of technical precautions within the Service.
6. Maya Climate shall grant the Customer the possibility to use the Service after proper registration as per section 6.
7. Maya Climate may use vicarious agents (e.g., hosting providers) for the provision of the Services. Maya Climate shall be liable for vicarious agents as for its own actions (cf. section 11).
8. Maya Climate may update the Service, its contents and its functions during the term of the Agreement without the Customer's separate consent and otherwise make reasonable changes, in particular to adapt to a changed legal situation, technical developments or to improve quality or IT security. Maya Climate shall reasonably take into account legitimate interests of the Customer.
   

3. Provision of Deliverables

1. Maya Climate shall deliver the Deliverable in accordance with the defined specifications and within the agreed timelines in the respective SOW.
2. The Customer shall declare the acceptance of the Deliverable in case the Deliverable is in accordance with the defined specifications of the SOW. The Deliverable shall be deemed accepted within one week after the Customer received the Deliverable.
3. Unless otherwise agreed, Maya Climate grants the Customer a non-exclusive, perpetual, and irrevocable license to use the Deliverables for its internal business purposes.
4. In case of a justified rejection of the Deliverable, Maya Climate shall remedy the identified defects within a reasonable timeframe. Acceptance cannot be refused due to minor defects.
5. Maya Climate warrants that the Deliverables will be free from defects and conform to the agreed specifications. In case of any defects, the Customer's rights shall be governed by the statutory provisions under German law. Sec. 10 shall apply accordingly.

4. Customer obligations

1. The Customer shall provide Maya Climate with all necessary information from the sphere of the Customer requested by Maya Climate for the performance of the Service in a complete and timely manner.
2. The Customer shall use the Service only to the extent permitted by the Agreement. The Customer shall ensure that its use of the Service does not violate any applicable legal or regulatory requirements or infringe any third-party rights.
3. The Customer is responsible sufficient dimensioning of their internet connection to access the Service. The Customer is responsible for the security of their systems and its protection against malware and attacks.
4. The Customer shall thoroughly test the Service and its functionalities for freedom from defects, usability and suitability for their purposes. The Customer shall report defects or other malfunctions together with a comprehensible description to Maya Climate immediately after their discovery, at least in text form. Contractual and statutory obligations of the customer to give notice of defects shall remain unaffected.

5. Customer Content

1. The Customer shall be solely responsible for all data and all other content, which the Customer makes available to Maya Climate itself or through third parties in connection with the Service "Customer Content"). 
2. By providing or entering Customer Content, the Customer irrevocably grants Maya Climate the non-exclusive, worldwide right to use Customer Content for the performance and execution of the Agreement. Maya Climate may also have the rights granted to Customer Content exercised by third parties, for example by vicarious agents used (e.g., hosting service providers).
3. The Customer warrants that the Customer Content does not contain or spread any viruses or other malware such as worms or spyware and that its transfer to and contractual processing by Maya Climate does not infringe any third-party rights or violate any laws. The Customer shall ensure that the User Content does not include anything
   
   1. false, inaccurate or misleading;
   2. harassing, offensive, racist, pornographic or obscene
   3. which can damage the reputation of Maya Climate.

6. Registration

1. The Customer’s employees or other authorized users (each a “User”) are obliged to register on the Platform. The User is obliged to provide the required information completely and truthfully. 
2. When registering a user account (the "User Account"), the User must provide the information in the mandatory fields and choose a password. The e-mail address and the password serve as login data (the "Access Data").
3. The User is obligated to adequately protect Access Data from unlawful access by third parties, to keep passwords secret and to secure the User-Account from unauthorized access by third parties. The User shall inform Maya Climate immediately if the User suspects unauthorized access to the User account and/or if there are indications of such access.
4. Maya Climate is entitled to reasonably refuse registration of the User. In case of a violation of this Agreement, Maya Climate is entitled to delete the User Account or to block access to the Platform. In such a case Maya Climate will inform the User about it.

7. Defects of quality and title

1. Maya Climate warrants the provision of the Service without material defects and without defects of title. Section 7 shall apply to the agreed availability.
2. Maya Climate shall remedy defects of the Service within a reasonable period of time after proper notification of the defect by the Customer. The defect may also be remedied by means of an Update. As a temporary measure, Maya Climate may show the Customer ways to circumvent occurring defect symptoms. The Customer shall support Maya Climate to a reasonable extent in identifying the cause of the defect.
3. To the extent that the Customer's contractual use of the Service is wholly or partially deprived due to a defect in title, Maya Climate may, at its own option, also remedy such defect by
   
   1. providing the Customer with the necessary rights to use the Service in accordance with the Agreement; or
   2. modifying the Service in such a way that the right of the third party no longer prevents the Customer from using it in accordance with the Agreement.
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4. Maya Climate shall give due consideration to the legitimate interests of the Customer.
5. Incidentally Sections 535 et seq. German Civil Code (BGB) shall apply to defects in the Service with the provision that the strict liability for defects existing at the time of conclusion of the Agreement pursuant to Section 536a para. 1, 1st alt. BGB is excluded. Section 10 shall remain unaffected.
6. The Customer shall be solely responsible for the correctness and legality of the Customer Content. 

8. Availability, Support

1. Maya Climate warrants an availability of Service of 99.0% as an annual average during the period of use. The Internet transfer point of the data center in which the respective server is located shall be decisive. The "period of use" is weekdays (Mon. to Fri.) between 8:00 a.m. and 6:00 p.m. (CET) with the exception of public holidays in Berlin.
2. The Service shall be deemed to be unavailable if it is not accessible due to a malfunction or failure of the servers operated by or for Maya Climate for the provision of the Service or of the infrastructure of the relevant data center and this is not due to maintenance work.
3. Planned maintenance work usually takes place in the maintenance windows between 6:00 p.m. and 8:00 a.m. (CET) of the following day. Unscheduled maintenance work will be communicated to the Customer in advance if possible.
4. In the event of a not merely insignificant interruption of the agreed availability, the Customer shall immediately inform Maya Climate in text or written form.
5. During the term of the Agreement, Maya Climate shall provide a support service for requests for operation as well as for problem reports of the Customer in connection with the use of the Service. The Customer can contact this support service on working days (Monday to Friday, except public holidays) between 09:00 a.m. and 05:00 p.m. CET by email. Maya Climate will respond to any request within 72 hours after the support request was submitted to Maya Climate.

9. Remuneration, Terms of payment

1. The Customer is obligated to pay the agreed service fee for the use of the Service during the term of the Agreement.
2. All price quotations in the Agreement shall be exclusive of the legally applicable value added tax. Unless otherwise agreed, Maya Climate's claim to payment of the agreed upon service fee shall arise in advance for the term of the Agreement.
3. The Customer shall pay the service fee with the agreed upon payment method. Customer does not have the right to a specific payment method.

10. Term and termination

1. The Agreement shall have the initial term as agreed upon in the Agreement (“Initial Term”). 
2. The Agreement shall automatically renew for the same period as the initial term (“Renewal Term”) if it is not terminated by providing a written notice at least 30 days to the end of the Initial Term. Each Renewal Term may be terminated by providing a written notice at least 30 days to the end of a Renewal Term.
3. The right to extraordinary termination for good cause shall remain unaffected. For Maya Climate, good cause for extraordinary termination shall especially exist if
   
   1. the Customer repeatedly uses the Service beyond the usage authorization or violates agreed usage restrictions pursuant to section 2.4; or
   2. Maya Climate fails to remedy a defect of title within a reasonable period of time in accordance with section 6 despite reasonable efforts; or
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4. In case Customer is in default with the agreed service fee as per the Agreement, Maya Climate may choose to either terminate for good cause pursuant to section10.3 or to limit the scope of the Service to the Basic Tier during the period the Customer is in default. Maya Climate shall reasonably take into account legitimate interests of the Customer.
5. The Customer shall not be entitled to extraordinary termination for cause pursuant to Section 543 para. 2 sentence 1 no. 1 BGB, unless the restoration of the contractual use of the Service is deemed to have failed.
6. Any declaration of termination must be in text or written form to be effective.
7. Upon termination of the Agreement, the Customer shall be obligated to immediately discontinue the use of the Service and to immediately return to Maya Climate or destroy all objects and information provided by Maya Climate within the scope of the execution of the Agreement, including copies made, and to confirm the destruction to Maya Climate in text form.

11. Limitation of liability

1. Maya Climate shall be liable without limitation in the event of intent, gross negligence and culpable injury to life, body or health.
2. In the event of slight negligence, Maya Climate shall furthermore only be liable in the event of a breach of material contractual obligations, i.e., obligations the fulfillment of which is a prerequisite for the proper performance of the Agreement or the breach of which jeopardizes the achievement of the purpose of the Agreement and the observance of which the Customer may regularly rely on. In such cases, Maya Climate's liability shall be limited to the damages foreseeable at the time of conclusion of the Agreement and typical for agreements of this kind. The unlimited liability according to section 10.1 shall remain unaffected.
3. Apart from section 11.1 and section 11.2 Maya Climate shall not be liable for slight negligence. 
4. Where the Services are provided by Maya Climate without compensation, Maya Climate shall only be liable according to mandatory statutory law.
5. The above limitations of liability shall not apply to liability under the German Product Liability Act (ProdHaftG) or within the scope of guarantees assumed in writing.
6. Section 11 shall also apply in favor of the employees, representatives, bodies and vicarious agents of Maya Climate.

12. Third party rights, Indemnification

1. If a third party asserts an infringement of rights against the Customer based on the use of the Service and the Customer Content, the Customer shall immediately notify Maya Climate thereof in text or written form.
2. Maya Climate shall adequately support the Customer in its defense and provide relevant information. At the request of Maya Climate, the Customer shall assume the extrajudicial and judicial defense of claims asserted against Maya Climate. The right of Maya Climate to (also) defend itself shall remain unaffected. The Customer shall bear the costs of defense against asserted claims in connection with Customer Content, including reasonable costs incurred by Maya Climate for legal defense Maya Climate' obligation to remedy defects in accordance with section 6 shall remain unaffected.
3. Maya Climate shall not be held liable for any infringement of any third-party rights by the Customer, if and to the extent the infringement results from a transgression of the Customer’s rights of use which are granted under the Agreement. In this case, the Customer shall indemnify Maya Climate on first demand from and in relation to any such third-party claims.
4. All further rights and claims of Maya Climate shall remain unaffected.

13. Privacy

Insofar as Maya Climate processes personal data on behalf of the Customer within the scope of the Service, this shall be done in accordance with the Data Processing Agreement (see Annex 1) concluded between the Parties as part of the Agreement. The Data Processing Agreement shall have priority in its scope of application.

14. Intellectual property rights

All intellectual property rights in any content of the Site (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these terms and conditions gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Site. In the event you print off, copy or store pages from the Site (only as permitted by these terms and conditions), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.

15. Confidentiality

1. "Confidential Information" of a Party means information relating to competitive know-how, information marked as confidential or otherwise identifiable as confidential by a reasonable person in the place of the recipient (objektiver Empfängerhorizont) and trade secrets. Confidential Information in particular includes the Customer Content provided to Maya Climate within the scope of this Agreement.
2. If a Party becomes aware of any Confidential Information in the course of initiating or executing the Agreement, the respective Party shall 
   
   1. keep the Confidential Information confidential and use it exclusively for the execution of the Agreement;
   2. not disclose or make available the Confidential Information to employees and third parties, except to the extent necessary for the performance of the Agreement (need-to-know principle); and
   3. protect the Confidential Information against access by unauthorized persons through appropriate and suitable measures (e.g., access control, encryption).
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3. Section 15.2 shall not apply to Confidential Information that
   
   1. Party has received or is receiving from a third party lawfully, in particular without breach of a confidentiality obligation;
   2. were already generally known at the time of conclusion of the Agreement or subsequently become generally known without any breach of the obligations contained in this Agreement;
   3. already existed with a Party before the business relationship was established and are not subject to a confidentiality obligation; or
   4. is developed independently by one Party.
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4. The Parties shall be entitled to use and disclose Confidential Information to the extent that they are required to do so by law or by public authorities. In such a case, the Party concerned shall inform the other Party in text or written form.
5. For each case of breach by either Party of an obligation under this section 11, the Party in breach shall owe a contractual penalty payable to the other Party, the amount of which shall be determined by the Party not in breach to be reasonable. The reasonableness of the contractual penalty shall be reviewed by the competent court at the request of the Party in breach.
6. The confidentiality obligations shall apply for three (3) years beyond the termination of the contractual relationship between the Parties.

16. Press releases

1. Maya Climate shall be entitled to publish and use the name and logo of the Customer in press releases and other marketing materials as well as on social media platforms and otherwise on the internet, also as a reference and in connection with products and services of Maya Climate. Maya Climate shall take due account of design specifications provided by the Customer to Maya Climate for this purpose.
2. The Customer may revoke the authorization pursuant to section 14.1 by notifying Maya Climate in text or written form. Upon receipt of the revocation by Maya Climate, the authorization of Maya Climate pursuant to section 14.1 shall end with effect for the future. Marketing measures prior to receipt of the revocation shall remain unaffected. In particular, Maya Climate shall not be obliged to recall any marketing materials already published.

17. Applicable law and place of jurisdiction

1. The Agreement and all claims and rights arising therefrom or otherwise in connection therewith shall be governed by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
2. The exclusive place of jurisdiction for all disputes between the Parties arising from or in connection with the Agreement is Berlin.

18. Miscellaneous

1. Unless expressly agreed otherwise, amendments and additions to the Agreement must be made in text or written form, including the waiver of this form requirement.
2. The Customer may only offset against Maya Climate claims arising from the Agreement that are undisputed, legally established or ready for decision and may only exercise a right of retention on the basis of such claims. The Parties may assign claims arising from the Agreement only with the consent of the other Party. Section 354a German Commercial Code (HGB) shall remain unaffected.
3. Unless expressly agreed otherwise, the place of performance for the Service shall be the registered office of Maya Climate in Berlin.
4. Should individual provisions of the Agreement be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The Parties shall replace such provisions by effective and feasible provisions which correspond as closely as possible to the meaning and economic purpose as well as the intention of the Parties. The same shall apply to unintended loopholes.