Terms and Conditions

Effective date: 15. September 2023

1. Scope of Application

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.

2. Definitions

2.1. 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 WeWork, Friedrichstraße 76, 10117 Berlin
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2.2. Services (“Service”, “Services”) by ImpactNexus provide a technical infrastructure that help individual companies or business units (“Companies”) and portfolio managers – like investors, corporations, accelerators, incubators, and support programs (“Portfolio Managers”) to perform sustainability management.
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2.3. The Service, and any content, materials, graphics, audiovisual files, processes and code, features, functionality, and products or services accessible on or through the Service (collectively, “Content”), enables Companies and Portfolio Managers to intelligently perform sustainability management.
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2.4. 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”). “User” means those individuals (being employees, consultants, suppliers and/or other third parties) who are authorized and appointed by the Customer, to access and use the Service for the benefit of the Customer.

2.5. By using ImpactNexus’ Services, the Customer or the Customer’s authorized and appointed Portfolio Companies (hereinafter "PortCo"), and respective Users will enter data (“Customer Data” or “PortCo Data”) into the system to assess, manage and report the sustainability performance of their business activities. The resulting performance results (“Reports”) are presented on the Site.

2.6. “Agreement” means the agreement between the Customer and ImpactNexus regarding the Service on the terms and conditions set out in an Order Form, these Terms, the data processing agreement (“Auftragsverarbeitung gemäß Art. 28 DSGVO“) and any applicable Statement of Work(s), including any other documents referenced.

2.7. “Contract Term” means the Initial Contract Term together with any and all Renewal Term(s) (if any).

2.8. “Customer” means the legal entity that obtains the subscription of Service and/or has assumed payment responsibility for the Service as set out in an Order Form.

2.9. “Order Form” means the order form(s), including any supplements thereto, that the Customer has executed to confirm its subscription of the Service on the terms and conditions set out in the Order Form and in these Terms.

2.10. “Statement of work” means a statement of work for Professional Services executed by the parties with reference to this Agreement.

3. No Advice

3.1. 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.

3.2. 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.

4. Services and right to use

4.1. Subject to the terms of the Agreement, ImpactNexus hereby grants the Customer a non-exclusive license to use the Service in such quantities as are set forth in the applicable Order Form, during the Contract Term, and as necessary for Customer’s business purposes. Such business purposes do not include use by any parent, subsidiary, or affiliate of the Customer, or any other third party other as specifically authorized as a User on behalf of the Customer under the Agreement. For the avoidance of doubt, the Customer is fully liable and responsible for its Users’ compliance with the terms of the Agreement as well as all Users’ acts and omissions as for its own acts and omissions in the use of the Service.

4.2. The Service and their features are described on the Site, and/or in documentation provided by ImpactNexus.

4.3. The Service is normally available over the Internet 24 hours a day, 7 days a week.

4.4. 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.

5. Subscriptions of Services

5.1. In order to access the paid Services of ImpactNexus through the Customer Account, the Customer must have a valid subscription to the respective Services.

5.2. If the subscription ends, the rights to access and/or use such Services will automatically terminate.

5.3. 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.

6. Changes in Services

6.1. ImpactNexus may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features or modifications or discontinuation of existing features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the Service. The Customer agrees that ImpactNexus has no obligation to provide any Updates or to continue to provide or enable any feature or functionality.

6.2. The Customer agrees that all Updates will be deemed part of the Service and be subject to all terms and conditions of this Agreement.

6.3. The Service and the Content availability and functionality depend on multiple factors. We do not warrant or guarantee that the Service and the Content will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free. The availability of the Service and the Content may vary and is subject to our sole discretion. We reserve the right at our sole discretion to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Service (or any part or feature thereof) without notice, at any time and at our sole discretion. The Service, the Content and their operation and certain features available therein may also be dependent on the network You use, compatibility of Your Devices, and the Content formats supported. The Customer will have the right to terminate this Agreement if We make any material changes to the Service that the Customer does not agree with.

7. Changes in Terms

7.1. ImpactNexus may modify the Terms at any time without prior notice. If the Terms are changed in a material, adverse way, ImpactNexus will provide a separate notice advising of the change.

7.2. The Customer is responsible for regularly reviewing the Terms. The Customer hereby agrees that the Customer’s continued use of ImpactNexus Services and Content constitutes the Customer’s compelling evidence of the Customer’s consent to any changes and modification. If the Customer does not agree to the modifications to the Terms, the Customer may not continue to use ImpactNexus Services.

7.3. The most current version of the Terms can be found on the Site.

8. The User's duties

8.1. To use the Services Your cooperation is required in the following activities:

i. When creating an ImpactNexus Account, a valid email-address, password, and certain personal data and other information is required. The Privacy Policy governs the use of Your personal data and other information.

ii. You agree to provide truthful and complete information when You register for an ImpactNexus Account and to keep that information 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.

iii. ImpactNexus will provide You with the access link and You will set the password for Your ImpactNexus Account. You agree to use strong passwords in accordance with industry best practices. You ensure that all access credentials and the password are only used by You and agree to take due care in protecting them against misuse or unauthorized disclosure. The access credentials are for Your use only and You will not sell, transfer, sublicense or make them otherwise available to any other entity or person. The Customer shall be liable for all use and access of the ImpactNexus Account with his or his assigned Users’ access credentials (unless the breach of his ImpactNexus Account is not attributable to The Customer or the Customer Account’s Users) and shall notify ImpactNexus of any possible or actual leak, misuse and/or loss of access credentials.

8.2. You are not permitted to create more than one Account for a natural person or create an Account for another natural person.

i. 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.

8.3. Please note that the Customer is responsible for the Customer Data or PortCo Data You add to the ImpactNexus Service and that the Customer has acquired all necessary rights to add such Customer Data or PortCo Data to the ImpactNexus Service for use in accordance with these terms and conditions.

i. The Customer will be solely responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with the Customer’s activity in connection with the paid Service provided by ImpactNexus.

9. License Restrictions

9.1. The Customer (and/or any third party on the Customer’s behalf) may not:
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9.1.1. copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether patentable, of the Service, the Content, or any part thereof;
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9.1.2. save as to the extent permitted by law for certain purposes, reverse engineer, disassemble, decode, or otherwise attempt to derive or gain access to the source code of the Content, the Service, or any part thereof;
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9.1.3. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Content, the Service, including any copy thereof;
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9.1.4. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Content, the Service, or any features or functionality of the Service, to any individual or third party for any reason, or make the Service available on a network where it is capable of being accessed by any Third Party Outlet (as defined in Section 20 below), or individuals;
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9.1.5. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Content, the Service, or any part thereof;
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9.1.6. use any content that may include, link to, or distribute any viruses, spam, files, code malware or any other malicious software programs, technology or content that may harm or disrupt the operation of the Service or any other Company product or service;
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9.1.7. engage in or encourage any activity or use of content that violates any applicable law, rule or regulation, including without limitation privacy laws and regulations;
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9.1.8. transmit or otherwise make available in connection with the Service, or any part thereof, any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage, interfere with, or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
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9.1.9. interfere with or disrupt the operation of the Content, the Service, or any part thereof, or the servers or networks that host the Service or make the Service available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
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9.1.10. sell, license, or exploit for any commercial purposes any use of or access to the Content and/or the Service, or any part thereof;
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9.1.11. frame or mirror any part of the Content, the Service, or any part thereof, without our prior express written consent;
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9.1.12. transfer or assign Your ImpactNexus Account to any third party, even temporarily;
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9.1.13. engage in fraudulent misrepresentation, such as impersonating any person or entity or forging or manipulating identifiers to disguise the origin of information transmitted through the Service;
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9.1.14. infringe any third-party rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; or
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9.1.15. use the Content, the Service in any way not expressly permitted by this Agreement.

9.2. Exceptions to this require the written consent of ImpactNexus. In particular, the Customer agrees that the Customer or its assigned Users will not use the Reports or ImpactNexus’ Intellectual Property to compete with ImpactNexus in any way or to redistribute the Reports for commercial use.

10. Payment Terms

10.1. Prices for services are based on the price list valid at the time of the conclusion of the contract.
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10.2. If the payment of selected Services of ImpactNexus is agreed upon, the invoice amount is to be paid in Euro.
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10.3. 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.
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10.4. 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.
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10.5. Complaints regarding ImpactNexus or the invoice will not suspend the Customer’s payment obligation.
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10.6. 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).

11. Termination of Accounts

11.1. The Customer’s Account is for an indefinite period of time. The Customer can terminate his Account in written form at any time. The Customer must give thirty days’ notice of his intent to terminate.
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11.2. ImpactNexus may with thirty days’ notice terminate the Customer’s account if the Customer fails to comply with his payment obligations or otherwise violates the terms and conditions.

12. The use of Customer or PortCo Data

12.1. The Customer or Portfolio Company retains all IP rights to the Customer Data or PortCo Data provided directly to ImpactNexus.
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12.2. However, by making available or uploading Customer or PortCo Data to ImpactNexus, the Customer or PortCo automatically grants ImpactNexus an irrevocable, royalty-free, worldwide, sub-licensable, and transferrable right to use the Customer or PortCo Data for the purpose of providing the Service to ImpactNexus’ users. The 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 for research).
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12.3. Notwithstanding anything else in the Agreement and otherwise, ImpactNexus shall have the right to monitor the Users’ use of the Services and use Customer or PortCo Data for the purposes of compiling statistical and performance information, developing the Services and improving predictive capabilities related to the provision and operation of the Services (the “Statistical Information"). The Customer and PortCo agree that ImpactNexus may, in its sole discretion, publish, or otherwise make such Statistical Information available to the public or any third parties, provided that such information does not incorporate Customer or PortCo Data other than in an aggregated form and/or contain confidential information of the Customer or PortCo. ImpactNexus retains all intellectual property rights in such Statistical Information.
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12.4. Notwithstanding anything else in the Agreement and otherwise, ImpactNexus shall have the right to monitor the Customer's and PortCo’s use of the Services and use Customer or PortCo Data for the purpose of determining, in its sole discretion, a result, score or otherwise a qualitative statement in connection with Customers’ or PortCo’s use of the Services (“The Score”). The Score shall only include Customer or PortCo Data in an aggregated and unidentifiable form. The Customer and PortCo agree that ImpactNexus may, in its sole discretion, publish, or otherwise make The Score available to the public and any third parties. ImpactNexus retains all intellectual property rights in The Score.
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12.5. Portfolio Companies can grant Portfolio Managers full access to their submitted PortCo 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 Portfolio Companies with the ImpactNexus service. Each Portfolio 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 PortCo Data that was entered by the PortCos 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.
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12.6. Companies may freely use and share the data that was entered by the Company and the corresponding Reports 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.
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12.7. ImpactNexus reserves the right to use the Customer and PortCo Data provided in an unidentifiable manner and/or in aggregated form as described in sections 12.2, 12.3 and 12.4. However, ImpactNexus may only share the identifiable data with external parties with the consent of the respective Company and/or Portfolio Manager.

13. ImpactNexus‘ Intellectual Property Rights

13.1. The Service and the Content and all upgrades, updates, corrections, and enhancements thereto and all copyrights and other intellectual property rights related thereto are the property of ImpactNexus, its affiliates, and its licensors or suppliers, and ImpactNexus, its affiliates, and its licensors and suppliers retain all right, title, and interest in and to the Service, the Content and all intellectual property rights therein or in connection thereto. The Service and the Content are owned and operated by ImpactNexus and they are licensed, not sold, to the Customer.
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13.2. All the ImpactNexus logos, trademarks, designs, graphics, icons, scripts and service names are registered trademarks or trade dress of ImpactNexus (hereinafter collectively, the “ImpactNexus Marks”). This includes the concepts or methodology developed by ImpactNexus (such as assessment methodologies, report templates and survey questions) and Reports for individual Companies and the aggregate information on the Portfolio companies of Portfolio Manager accounts.
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13.3. All other trademarks, logos, service marks, company or product names set forth in the Service or Content, such as the logos or trademarks of any third-party provider of services, are the property of their respective owners.

14. References

14.1. ImpactNexus owns the right to disclose the fact that the Company or Portfolio Manager is a Customer of ImpactNexus and the Company or Portfolio Manager agree that ImpactNexus may use the Company’s name and logo to identify the Company as a Customer of ImpactNexus on www.impactnexus.io and in other promotional and marketing material.

15. Disclaimer of warranties

15.1. The Service and the Content are provided to the Customer “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, ImpactNexus, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Service and the Content, including all implied warranties of, merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice.
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15.2. Without limitation to the foregoing, ImpactNexus provides no warranty or undertaking, and makes no representation of any kind that the Service and the Content will meet the Customer’s requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected.
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15.3. The Customer acknowledges and agrees that use of the Service and the Content is at the Customer’s own risk. By using the Service and the Content, the Customer agrees to accept such risks and agrees that ImpactNexus and its affiliates, or any of its or their respective licensors or service providers, are not responsible for any acts or omissions of other users of the Service.

16. Limitation of Liability

16.1. To the fullest extent permitted by applicable law, in no event will ImpactNexus or its affiliates, or any of its or their respective licensors or service providers, have any liability arising from or related to the Customer’s use of or inability to use the Service or the Content for direct damages in amounts that in the aggregate exceed the amount of fifty euros (€50). The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable, or ImpactNexus was advised of the possibility of such damages.
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16.2. We are not responsible and may not be held liable for the actions or omissions of any third-party services provider. While these third-party service providers provide the Customer with their services via the ImpactNexus Service, it is the Customer’s choice whether to use their services or not and ImpactNexus is not responsible for any services that may be accessed via the ImpactNexus Service. Any issue that the Customer may have with any such third-party provider should be addressed to that provider and will be subject to that provider’s terms and conditions and liability provisions.

17. Indemnification

17.1. The Customer agrees to indemnify, defend, and hold harmless ImpactNexus, its affiliates, and its and their respective directors, officers, employees, contractors, agents, representatives, successor and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: (a) The Customer’s or PortCo’s use or misuse of the Service and/or the Content; (b) The Customer’s or PortCo’s breach of this Agreement, including but not limited to Customer Data or PortCo Data the Customer or PortCo submits or makes available through the Service; and (c) any personal or property damage caused by the Customer or PortCo.

18. Place of jurisdiction; applicable law; severability clause

18.1. These terms and conditions and the use of ImpactNexus Services are governed by German law.
18.2. 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.
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18.3. 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.
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18.4. If a provision in the Terms is not enforceable under applicable German law, then the unenforceable part of the provision shall be removed, and the other provisions remain in full force and effect. There will not be any waiver of ImpactNexus’ rights unless expressly agreed to by ImpactNexus in writing. The Customer may not assign or transfer the Customer’s rights and obligations under the Terms without ImpactNexus’ express written consent.
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18.5. These Terms and Conditions may have been translated. The Customer agrees that the original English text shall prevail in the case of a dispute.

19. Legal compliance related to the United States

19.1. The Customer warrants that the Customer or PortCo is 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.
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19.2. You are not listed on any United States government list of prohibited or restricted parties.

20. No Third-Party Rights

20.1. This Agreement is solely between the Customer, the User of the Service, and ImpactNexus.
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20.2. A person who is not a party to this Agreement shall have no right under the English “Contracts (Rights of Third Parties) Act 1999” to enforce any of its terms. Each party represents to the other that their respective rights to terminate, rescind or agree to any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.

Questions about the Terms and conditions should be sent to: help@impactnexus.io