General Terms and Conditions

Unless otherwise specified in the Form, at the end of the Term, the Agreement will be renewed automatically for the same term by either Party at least 30 days prior to the end of the Term.

2.2. Extent and limits of the Services

The Services to be provided by Greenomy to the Client, the number of authorised Users and End Clients, the level of support, as well as the right to access the specified Portal(s) are dependent upon the chosen subscription plan and are set out in the Form.

Greenomy shall comply with all applicable laws and regulations with respect to the provision of the Services and shall maintain all necessary licences, consents and permissions necessary for the performance of its obligations under the Agreement.

3.1.2. Provision of the Services

3.1.3. Subcontractors
Greenomy uses subcontractors for the performance of the Services. Greenomy is responsible to the Client for the services performed by a subcontractor. To the fullest extent possible under applicable law, no subcontractor will have any liability to the Client and the Client will not bring any claim in any way in respect of or in connection with the Agreement against any subcontractor.

3.1.4. Availability of the Services
Access to the Platform is granted 24 hours a day, 7 days a week in accordance with and subject to the Service Level Agreement. 

3.1.5. Support

The level of support and response time offered by Greenomy are set out in the Form and the Service Level Agreement.

3.2. Client Obligations
3.2.1. Use of the Services

The Client shall use and shall procure that the Users and End Clients use the Services, during the Term, in accordance with the Agreement and in respect of all applicable laws. 

3.2.2. Client responsibilities

The Client shall be responsible for:

i. ensuring it has appropriate infrastructure to access and use the Services;

ii. any breach of the Agreement by a User or End Client;

iii. compliance with all applicable laws and regulations with respect to its activities under the Agreement;

iv. ensuring that no other user or entity but the authorised limited number of Users pursuant to the Form shall access the Services;

v. ensuring that the Personal Data required to use the Services as well as the Raw Data entered into the Platform is true, accurate and up to date.

Performance of the Services is in principle conditioned by the payment of the Fees by the Client, as determined in the Form. Fees are invoiced at the beginning of the Term. Unless otherwise specified in the Form, fees are due and payable 30 days from the date of invoice.

4.2. Modalities

All Fees shall be invoiced and payable in EUR and are exclusive of VAT, or any other tax as may be applicable (which must be paid by the Client in addition to the amount stated in the Form). Fees are not refundable or cancellable, except as may be set out in the Agreement.

4.3. Late payment

If any amount properly owing to Greenomy remains unpaid on its due date, Greenomy may, without further act or formality, charge late payment interest at the legal rate applicable in Belgium for commercial matters.

When any payment remains outstanding 30 days after the due date of an undisputed invoice, Greenomy reserves the right to suspend the Services without further act or formality.

When any payment remains outstanding 60 days after the due date of an undisputed invoice, Greenomy reserves the right to terminate the Agreement without further act or formality.

The exercise of the above rights by Greenomy is without prejudice to any other right or remedy that Greenomy may have under any provision of the Agreement or the applicable law.

4.4. Disputed Invoice

Any dispute on an invoice shall be raised in good faith by an addressed to Greenomy (support@greenomy.io) within 30 days following the date of the invoice. Parties commit to resolve the dispute in good faith and in a timely manner.

4.5. Fees Revision and Indexation

Greenomy reserves the right to amend the Fees in the event of a modification in the scope of the Services. In such an event, Greenomy shall inform the Client at least 30 days before the revised Fees enter into force. Should the Client disagree with the application of the revised Fees, the Client is authorised to terminate the Agreement by giving a 30 days written notice.

In addition, the Fees will be automatically revised on a yearly basis following the variations of the Belgian consumer price index.

The Services allows the Client and End Clients, as the case may be, to upload, submit, store, send and, as the case may be, receive Raw Data from other clients or end clients using the Platform.

The Client and End Clients retain the ownership of such Raw Data.

When submitting Raw Data on the Portal(s) for the purpose of generating the Output, the Client warrants and represents that it is either the owner of the Raw Data or holds a valid permission to use and submit such Raw Data from its owner.

6.2. Output

The Output is the yearly data which is computed through the Platform based on the Raw Data and is meant to be disclosed in the Sustainable Finance Standards screening exercise through official standard disclosure reports. Clients that are not subject to mandatory Sustainable Finance Standards reporting retain sharing rights of any Output that is generated by the Platform.

6.3. Aggregated Data & Anonymised Data

6.3.1. Aggregated Data

The Client understands that the Platform collects Aggregated Data from the Raw Data and Output it receives and from the use, performance and operation on the Platform. During and after the Term, Greenomy may use, reproduce, sell, share, transfer or otherwise exploit the Aggregated Data in any way, without any restriction, in its sole discretion.

In addition, the Client understands that Greenomy partners may collect Aggregated Data from the Raw Data and Output to which they have received access pursuant to Section 6.4. below. During and after the Term, such partners may be authorised by Greenomy to use, reproduce, sell, share, transfer or otherwise exploit the Aggregated Data.

6.3.2. Anonymised Data

Greenomy may collect and use fully anonymised Raw Data and documents from Clients and End Client for the purposes of improving the overall user experience on the Platform, developing new functionalities and improving the quality of Services in general, it being understood that such use shall be internal only.

6.4. Access and disclosure of Raw Data and Output

The Client warrants and represents that it is authorised to grant the usage rights detailed in Section 6.4.1 and Section 6.4.2 and that such grant of rights neither violates applicable law nor infringes the rights of third parties.

For the avoidance of doubt, Section 6.4 does not apply to the temporary subscription to the Platform aimed at evaluating the Services prior to committing to a full subscription.

6.4.1. Clients or End Clients using the Platform subject to mandatory Sustainable Finance Standards reporting

The Client grants Greenomy the unlimited right to use and make available to current and future Greenomy partners and clients:

i. the Output created on the Platform pertaining to the Client or End Client that are subject to mandatory Sustainable Finance Standards reporting, without any requirement for prior consent from Client or End Client;

ii. the Raw Data pertaining to the Clients or End Client, subject to either (a) general authorisation by Client or End Client when submitting the report or, if such general authorisation is withheld by Client or End Client, (b) specific authorisation requested by any Greenomy partner or clients through the Platform.

6.4.2. Clients or End Clients using the Platform for voluntary Sustainable Finance Standards reporting

The Client is informed that Greenomy has the unlimited right to use and make available to current and future Greenomy clients and partners:

i. The Output pertaining to the Client or End Clients that are not subject to mandatory Sustainable Finance Standards reporting, subject to either (a) general authorisation by Client or End Client when submitting the report or, if such general authorisation is withheld by Client or End Client, (b) specific authorisation requested by any Greenomy partner or clients through the Platform.

ii. The Raw Data pertaining to the Client or End Clients, subject to either (a) general authorisation by Client or End Client when submitting the report or, if such general authorisation is withheld by Client or End Client, (b) specific authorisation requested by any Greenomy partner or clients through the Platform.

6.5. Third Party Data Provider

The Client is aware that Raw Data and Output as defined in this Section 6 and the rights detailed here above do not include the data from third-party data providers to which the Client may choose to obtain access on the Platform through the purchase of data licences directly to such third-party data provider. The access to third-party providers’ data by Client is not part of the Agreement and is governed exclusively between third-party data providers and the Client.

Subject to the limited rights expressly granted hereunder, Greenomy reserves all of its rights, titles and interests in and to the Services and the Platform, including all of their related Intellectual Property Rights. Any Customisation, as the case may be, requested by the Client or End Client shall be incorporated to the Services and Greenomy’s Intellectual Property Rights.

Greenomy grants the Client, its Users and End Clients, for the Term, a revocable, non-transferable, non sublicensable, worldwide, non-exclusive right to use the Services in accordance with the Agreement.

Nothing contained in the Agreement shall be construed as granting any licence or right to make commercial use of any Intellectual Property of Greenomy.

7.2. Use Restrictions

The Client shall ensure that neither it nor a User or End Client shall, directly or indirectly, without Greenomy’s prior express written consent:

i. modify, translate or adapt the Platform for any purpose nor arrange or create derivative works based on the Platform;

ii. decompile, reverse-engineer or disassemble the Platform or any part of it or otherwise attempt to discover the source code, underlying structure or algorithms relevant to the platform;

iii. copy any of the components of the Platform (including any software associated to it) in any way to create software that is functionally equivalent to the Platform or any part thereof;

iv. transfer, dispose of, grant as a right to access, lease, or distribute any of the components of the Platform (including any software associated to it) or documentation in any way to third parties;

v. merge or integrate the Platform or any component thereof into any other programs without an express prior written agreement with Greenomy detailing the limits, conditions and compensation of such integration;

vi. remove, obscure, or alter proprietary rights notices of Greenomy or its licensors (including trademarks and copyrights notices) which may be affixed to or contained within the Platform.

Notwithstanding the foregoing, disclosure of Confidential Information to third parties is allowed when legally required or when agreed upon between the Parties (i.e., the Discloser and the Receiving Party) in advance.

Notwithstanding the above, the Client acknowledges and accepts that the Platform displays on its Portals the corporate name of clients and end clients that are registering on the Company Portal, for the purpose of avoiding that those clients or end clients receive numerous invitations to join the Platform by other clients or partners.

The Client shall indemnify, defend, and hold Greenomy harmless from and against any losses, damages, liabilities, claims and expenses of whatever kind (including without limitation reasonable attorneys’ fees), made against Greenomy that arises out of or relates to:

i. improper use or misuse of the Services by the Client, its Users or its End Clients;

ii. misappropriation or unauthorised use of Raw Data or Output;

iii. any breach of any representations, warranties and covenants; and

iv. any unlawful, fraudulent, harassing, libellous, or obscene content provided to Greenomy.

9.2. Greenomy Indemnity

Greenomy shall indemnify, defend, and hold the Client harmless from and against any losses, damages, liabilities, claims and expenses of whatever kind (including without limitation reasonable attorneys’ fees), made against the Client that arises out of or relates to the use of the Services infringing any third party Intellectual Property Rights, provided that (i) Greenomy is given prompt notice of any such claim; (ii) Greenomy is given sole authority to defend any such claim; and (iii) the Client provides all reasonable cooperation to Greenomy in defending such claim.

In the defence or settlement of any claim under Section 9.2, Greenomy may at its own cost and in its own discretion (i) procure the right for the Client to continue to use the Services; (ii) replace or modify any element of the Services so they become non-infringing, provided there is no material degradation in the functionality of the Services; or (iii) terminate the Agreement with immediate effect without any additional liability pay liquidated damages or other additional costs to the Client arising from such termination, save for providing a pro-rated refund of any prepaid Fees which relate to the period after termination.

In no event shall Greenomy be liable for any claim to the extent that the alleged infringement is based on (i) any modification of the Services by Clients or Users or End Clients; (ii) any use of the Services contrary to the Agreement; or (iii) the Client’s continued use of the Services after notice of the alleged or actual infringement from Greenomy or any appropriate authority.

9.3. Limitation of liability

9.3.1. Unlimited liability by law

Nothing in the Agreement shall serve to exclude or limit either Party’s liability for death or personal injury arising from negligence or for any fraudulent misrepresentation, wilful misconduct or for any other liability which cannot be excluded or limited by applicable law.

9.3.2. Liability cap

Save in respect of any liability arising under the above paragraph, and to the extent permitted by applicable law, neither Party’s total aggregate liability, whether in tort, misrepresentation or otherwise under the Agreement shall exceed the total Fees paid to Greenomy in the 12-month period preceding the event giving rise to the claim.

9.3.3. Indirect damages

Notwithstanding any other provision in the Agreement, Greenomy shall in no event be liable for any indirect loss or damage of any kind (including, without limitation, loss of profits, loss of revenue, loss of business, or loss or corruption of data), arising from or relating to this Agreement.

i. as to the accuracy, reliability, timeliness or completeness of the reports generated or of the Output. Any downloading, reliance on or use of such content by the Client or any third party will be at their own risk;

ii. that the Services will be uninterrupted or error-free, or defects will be corrected or that the Platform is free of viruses or other harmful components;

iii. as to any results from the use of the Services and shall only be held to an obligation to use best endeavours;

iv. that Raw Data, or the use thereof, will not infringe rights of third parties

The Party affected by the Force Majeure Event shall immediately inform the other Party of the occurrence of such circumstance and use its best efforts to find a suitable remedy or alternative source to overcome said Force Majeure Event.

The performance of the obligation of the Party affected by a Force Majeure Event shall be excused for the duration of such circumstance and the period of the performance shall be extended for an equivalent period.

Upon cessation of the Force Majeure Event, the affected Party shall take all reasonable actions to resume compliance with its obligations. However, if a Force Majeure Event lasts more than 90 days, either Party may terminate the Agreement by giving a termination notice to the other Party with immediate effect. A Force Majeure Event is without prejudice to the obligation to pay all applicable Fees.

12.1.1. By Greenomy

Greenomy may, at any time, without prior judicial intervention, by registered letter with acknowledgement of receipt, immediately terminate the Agreement and/or any Form and claim for the payment of any due Fee:

i. If, the Client goes into liquidation, bankruptcy, insolvency or enters into a voluntary arrangement with its creditors;

ii. In case of material breach by the Client (i) which is irremediable or (ii) which is capable of being cured but is not remedied within 30 days after the written notice of default by registered letter specifying the nature of the material breach.

In addition, Greenomy may at any time suspend the Services, and/or terminate the Agreement upon 5 days prior written notice, in case of reasonable suspicion of Client’s fraud or of a risk of improper, negligent, illicit, unlawful or fraudulent use of the Services.

No Fees will be reimbursed by Greenomy in case of rightful termination for cause of the Agreement by Greenomy against the Client.

12.1.2. By the Client

The Client may, at any time, without prior judicial intervention, by registered letter with acknowledgement of receipt, immediately terminate the Agreement and/or any Form in case of material breach by Greenomy (i) which is irremediable or (ii) which is capable of being cured but is not remedied within 30 days after the written notice of default by registered letter specifying the nature of the material breach.

In the event of rightful termination for cause for the Client, the Client shall be entitled to a pro rata refund of the Fees related to the period after termination until the end of the Term.

12.2. Consequences of termination

Upon termination of the use of the Platform and the Services, this Agreement, including all rights and licenses granted hereunder, shall be terminated except for the Parties’ obligations and restrictions under Sections 4, 6, 7, 8, 9 and 10.

Upon request by the Client or End Client made following the expiration or termination of this Agreement, Greenomy will make the Raw Data available to the Client and/or End Client, as applicable.

Greenomy reserves the right to unilaterally revise the GTCs from time to time. Minor revisions or updates will simply be published on the Website. Material modifications will be subject to notification by Greenomy to the Client by Website notice, email or any other form of communication. Changes will apply 14 days after they have been published or notified, as applicable. If the Client does not agree to the changes, the Client has the right to stop using the Services without charge within 14 days after the new terms and conditions have been published, or notified if applicable. In such an event, the Client will be entitled to a pro-rata refund of the already paid Fee.

The Client understands and agrees that its continued use of the Services 14 days following the publication, or notification when applicable, of any changes to the GTCs, constitutes acceptance of those changes. In no event shall the continued use of the Services by the Client be construed as continued under the former terms of the GTCs.

14.2. Transfer

The Client shall not assign or transfer any of its rights or obligations under the Agreement to any third party without the prior written consent of Greenomy.

Greenomy may assign this Agreement to any direct or indirect subsidiaries, or to any other third party without the Client's prior consent.

14.3. Cumulative Rights and Remedies

No failure by a Party to exercise, nor any delay by such Party in exercising, any right or remedy hereunder shall operate as a waiver of any right or remedy hereunder, nor shall any single or partial exercise of any right or remedy, prevent any further or other exercise of any other right or remedy.

Greenomy's rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by the applicable laws.

14.4. Partial Invalidity

If at any time any provision of the Agreement is declared invalid and unenforceable, to the fullest extent permitted by the applicable laws:

(i) The other provisions of the Agreement shall remain in full force and effect and the relevant other sections shall be interpreted in line with the intention of the Parties (as reasonably possible); and

(ii) The Parties shall negotiate in good faith, replacement or substitutive provisions which are legally valid, binding and enforceable. The meaning of such replacement clauses shall, to the extent reasonably feasible, remain close to the original intention of the Parties when entering into the Agreement.

14.5. Order of Precedence

In any case of discrepancy between these GTCS, the Form, and the SLA, the following order or precedence shall apply:

1. the Form;

2. the SLA; and

3. the GTCs.