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Terms and conditions

Scope of application

  1. Please read these terms and conditions (hereinafter „Terms“) below. They describe the use of services provided by ImpactNexus. To use the services of ImpactNexus, you must accept the terms and conditions. Deviating terms and conditions of the customer shall only apply if and to the extent that ImpactNexus agreed to them in writing.

Definitions

  1. ImpactNexus GmbH (hereinafter “ImpactNexus”, “We”) is a company with limited liability established and located under German law. It is registered at Amtsgericht Charlottenburg (Berlin, Germany) HRB 226369 B. The current head office is located at ImpactNexus GmbH, c/o TU Berlin, Center for Entrepreneurship, Hardenbergstr. 38, 10623 Berlin
  2. Services (“Service”, “Services”) by ImpactNexus provide a technical infrastructure that help customers to assess, manage and report ESG & Impact Performance of companies. This helps individual companies or business units (hereinafter “Companies”) and portfolio managers – like investors, corporations, accelerators, incubators, and support programs (hereinafter “Portfolio managers”) to assess, monitor and maximize the sustainability performance of portfolio companies.
  3. ImpactNexus makes these Services accessible through its website www.impactnexus.io („Site“). To obtain access, users („User”, “You”) need to create an account (hereinafter “Account”).
  4. By using ImpactNexus’ services, You or Your portfolio companies will enter data into the system to assess, manage and report the Impact & ESG Performance of Your/their business activities. The resulting performance results (“Report”) are presented on the Site.

No advice

  1. The information on the Site is provided by ImpactNexus for information only and does not constitute, and should not be construed as financial, tax, legal, or other advice or a recommendation to buy, sell, or otherwise transact in any investment including any products or services, or an invitation, offer or solicitation to engage in any investment activity. The information on the Site is provided solely on the basis that You will make your own informed decisions.
  2. It is strongly recommended that You seek professional advice before making any investment or strategic decisions. Any investment or business decision that You make should be based on an assessment of Your risks in consultation with Your adviser.

Service descriptions

  1. We provide the digital technical infrastructure and frameworks that help customers and users to collect data for their own internal management and reporting requirements as well as data for regulatory reporting.
  2. The ImpactNexus software allows for further functionalities that help customers and users to compare, analyze, evaluate and export the data they enter for the purposes mentioned in section 1.

Changes in Services

  1. ImpactNexus is entitled to change contractually agreed services, insofar as this is reasonable for the customer, and
    1. new legal or official requirements make a change necessary,
    2. the agreed services no longer comply with the state of the art, the safety regulations or the requirements of data protection or their operability is no longer guaranteed,
    3. agreed services are provided in whole or in part in exchange for higher-quality services or if the agreed target quality remains essentially unchanged, or
    4. ImpactNexus has another justifiable interest in the change to the service.
  2. Changes to services in accordance with the previous paragraph 1 shall be notified to You in text form at least two weeks before they take effect.
  3. You can opt out and close your Account if You disagree with these changes. Continued use of the Site and Services after that period shall be deemed to be acceptance of the changes.

Changes in Terms

  1. We are constantly trying to improve our Services, so these Terms may need to change along with the Service. This might be the case due to, for example, changes in the market situation, changes in the legal situation or in new court rulings. We reserve the right to change these Terms at any time, but if we do, we will bring it to Your attention in text form at least thirty days before they take effect.
  2. You can opt out and close Your Account if you disagree with these changes. Continued use of the Site and Services after that period shall be deemed to be acceptance of the changes.
  3. The most current version of the Terms can be found on the Site.

The User’s duties

  1. To use the Services Your cooperation is required in the following activities:
    1. You warrant that all information you provide to ImpactNexus during Account registration and while using ImpactNexus’ Services is correct, complete, and current at any time. In addition, You warrant that You are 18 years of age or older and are legally authorized to create this Account.
    2. You are responsible for keeping the login information and password of Your Account confidential. Do not disclose Your password to third parties and do not let third parties use Your Account. If you discover or suspect that this information is no longer private and/or is being misused, You must notify ImpactNexus immediately and take all necessary steps to prevent unauthorized access.
    3. You are not permitted to create more than one Account for a natural person or create an Account for another natural person.
    4. When registering a Company with ImpactNexus You warrant that You have the permission of the Company (e.g. its managing directors) to do so and that You are not impersonating another company.
    5. Please note that You are responsible for the content You add to ImpactNexus and that You have acquired all necessary rights to add such content to ImpactNexus for use in accordance with these terms and conditions. Do not add illegal or objectionable content to ImpactNexus or violate the intellectual property of others.
    6. Only data that is free of computer viruses or free of other harmful code may be transmitted.
    7. No software or other techniques or procedures may be used in connection with the use of the SaaS solution that are likely to impair its operation, security, and availability. In particular, You may not reproduce, modify, decompile, or reverse engineer any portion of the Services or crawl the content provided by ImpactNexus.
    8. You will be solely responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with Your activity in connection with the paid Service provided by ImpactNexus.
    9. You may not resell, distribute, or otherwise exploit for profit any ImpactNexus’ Services, or content that may be accessed through the Account. Exceptions to this require the written consent of ImpactNexus.
      1. In particular, You agree that You will not use the ESG & Impact Reports or ImpactNexus’ Intellectual Property to compete with ImpactNexus in any way or by redistributing the ESG & Impact Reports for commercial use.

Provision of services by third parties

  1. ImpactNexus will use its best efforts to provide its Services with due care. In this context, ImpactNexus shall have the right to use subcontractors or third-party licensors.

Subscriptions of Services

  1. In order to access the paid Services of ImpactNexus through Your Account, You must have a valid subscription to the respective Services.
  2. If the subscription ends, the rights to access and/or use such Services will automatically terminate.
  3. ImpactNexus offers certain functionalities to companies free of charge. ImpactNexus reserves the right to modify its offering towards companies and charge fees for certain functionalities. This change will be announced to users 30 days in advance. In this case, users have the right to cancel the service free of charge.

Payment terms

  1. Prices for services are based on the price list valid at the time of the conclusion of the contract.
  2. If the payment of selected Services of ImpactNexus is agreed upon, the invoice amount is to be paid in Euro.
  3. ImpactNexus reserves the right to change any fees and pricing applicable to the Service at any time. Affected customers will be notified of any price changes relevant to them. If they do not agree with the price changes, they may cancel their account in writing within thirty days of notification. Cancellation will be effective on the end of the subscription period.
  4. If customers do not make their payments in full and on time, ImpactNexus will notify them and will suspend access to the services in question after a period of thirty days.
  5. Complaints regarding ImpactNexus or the invoice will not suspend Your payment obligation.
  6. Booked ImpactNexus subscriptions are provided on a non-refundable basis. Unless otherwise expressly agreed, there are no refunds or credits for adjustments to the booked subscription (e.g. shorter usage period).

Termination of accounts

  1. Your Account is for an indefinite period of time. You can terminate Your Account in written form at any time. You must give thirty days’ notice of Your intent to terminate.
  2. ImpactNexus may with a thirty days’ notice terminate your account if you fail to comply with your payment obligations or otherwise violate the terms and conditions.

The use of your data

  1. You retain all IP rights to the data You provide directly to ImpactNexus.
  2. However, by making available or uploading data to ImpactNexus You automatically grant ImpactNexus an irrevocable, royalty-free, worldwide, sub-licensable, and transferrable right to use them for the purpose of providing the Service to ImpactNexus’ users. The aforementioned right shall include a right for ImpactNexus to use all data, including where applicable, personal data, in an aggregated or unidentifiable manner, for analyses and internal purposes, and for improving and developing the Service (e.g., to produce benchmarking data required under the SFDR or research).
  3. Companies can grant Portfolio managers full access to their submitted data and all content they share with ImpactNexus when registering for the ImpactNexus service. This allows Portfolio Managers to manage and monitor the performance of the respective companies with the ImpactNexus service. Each Company must accept the sharing. The access and content sharing can be revoked by contacting ImpactNexus in writing. Portfolio managers may use and share the data that was entered by the Company for internal management and reporting to regulators and investors. However, apart from regulatory obligations, identifiable Company data may only be shared publicly with the consent of the respective Company.
  4. Companies may freely use and share the data that was entered by the company with external parties through shareable links, printouts, data exports or screenshots as long as it is clearly attributed to ImpactNexus and related uses do not violate these terms and conditions.
  5. ImpactNexus reserves the right to use the data You provide in an unidentifiable manner and/or in aggregated form as described in section 2. However, ImpactNexus may only share the identifiable data with external parties with the consent of the respective Company and/or Portfolio Manager.
  1. The Intellectual property rights include, but are not limited to the materials displayed or published or available on or through the Service, including, but not limited to
    1. Text,
    2. Images,
    3. Data,
    4. Articles,
    5. Information,
    6. Concepts or methodology developed by ImpactNexus (such as assessment methodologies, report templates and survey questions)
    7. Database rights,
    8. Tradename rights.
    9. In particular, this includes the Reports for individual Companies and the
      aggregate information on the Portfolio companies of Portfolio manager accounts.

Liability and Recourse

  1. We shall be liable for all damages arising in connection with this contract, irrespective of the factual or legal grounds, only in accordance with the following provisions:
    1. in case of intent and gross negligence, claims under the German Product Liability Act as well as in case of injury to life, body or health, we shall be liable without limitation in accordance with the statutory provisions of Germany.
    2. In the case of negligently caused damage to property and financial loss, ImpactNexus and its vicarious agents shall only be liable in the event of a breach of a material contractual obligation but limited in amount to the damage foreseeable at the time of the conclusion of the contract and typical for the contract.
    3. The total amount of damages per calendar year shall be limited to 50% of the remuneration paid by you in that calendar year. This limitation of liability also applies to the case of data loss and data deterioration.
    4. We reiterate that ImpactNexus‘ Reports should not be used for investment decisions and that ImpactNexus cannot be held liable for those consequences (see section “No Advice”).
  2. Users shall be liable for all damages thus incurred in the full amount in the event of a deliberate violation of these Terms. Should ImpactNexus be held liable, ImpactNexus reserves the right to take recourse against the person who caused the damage.

Place of jurisdiction; applicable law; severability clause

  1. These terms and conditions and the use of ImpactNexus Services are governed by German law.
  2. If national or international rules of law do not prescribe otherwise, any disputes that arise or are related to agreements concluded subject to these terms and conditions, or arising therefrom, will solely be submitted to the competent court in Berlin, Germany.
  3. Should any provision of these Terms be invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the invalid provision.

 

Legal compliance related to the United States

  1. You warrant that You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country.
  2. You are not listed on any United States government list of prohibited or restricted parties.

Agreement version: 24 February 2023
Questions about the Terms and conditions should be sent to help@impactnexus.io