FRED – Carbon Footprint Calculator
§ 1 Subject of these Terms of Use
(1) The subject of these Terms of Use is the granting of the use of the “FRED – Carbon Footprint Calculator” (hereinafter “FRED” or “Software”) in the company of the respective customer via the Internet, limited in time to the duration of the respective contract.
(2) The provider of FRED is FRED GmbH, Goldene Pforte 1, 58093 Hagen, Germany (hereinafter “Provider”).
§ 2 Contract term and termination
(1) The contract comes into force with the confirmation of the booking by the Provider and is concluded until the end of the respective calendar year.
(2) The contract may be terminated by the Provider and the customer (Provider and customer together hereinafter also referred to as “Parties”) with a notice period of one month to the end of the respective calendar year. If the contract is not terminated within the notice period, the contractual relationship shall be extended by a further calendar year.
(3) The right to terminate without notice for good cause remains unaffected. In any case, the termination must be in writing.
(4) The Provider will delete all customer data remaining on its servers 90 days after termination of the contractual relationship.
§ 3 Services of the Provider
(1) The Provider grants the customer the use of the respective current version of FRED via the internet by means of access through a browser.
(2) FRED is a software tool that can be used to calculate product carbon footprints according to DIN EN ISO 14067. The product carbon footprint is calculated to gain knowledge about the impact of the production of manufactured components. With regard to the further characteristics, the mode of operation, the possibilities of use and the authorization to use the calculation results, reference is made to the “Basics of CO₂eq Calculation in FRED: Footprint Reduction Tool” (hereinafter referred to as the “Instruction leaflet”), the provisions of which are part of these Terms of Use.
(3) FRED is provided in a carefully researched state. Many input variables are based on data provided by the participating companies and have been included in the database to the best of our knowledge and belief and technical consideration. However, the Provider assumes no liability for the calculation results.
(4) The Provider warrants the functionality and availability of FRED (see § 5 of the Terms of Use) for the duration of the contractual relationship and shall maintain the Software in a condition suitable for use in accordance with these Terms of Use.
(5) The Provider may update and further develop FRED at any time and, in particular, adapt it due to changes in the legal situation, technical developments or to improve IT security. In doing so, the Provider shall give due consideration to the legitimate interests of the customer and inform the customer in good time of any necessary updates. In the event of a significant impairment of the customer’s legitimate interests, the customer shall have a special right of termination.
(6) The Provider shall not owe any adaptation to the individual needs or the IT environment of the customer.
(7) The Provider shall carry out regular maintenance on FRED and inform the customer of this in good time.
(8) The Provider shall take state-of-the-art measures to protect the data. The Provider shall regularly create backups which are stored redundantly to ensure data backup and recovery. The customer remains the owner of the customer-specific data stored on the Provider’s servers.
§ 4 Scope of use and rights
(1) The Software shall not be physically transferred to the customer.
(2) The customer shall receive simple, i.e. non-sublicensable and non-transferable rights, limited in time to the duration of the contract, to use the respective current version of FRED for the contractually specified number of users by means of access via a browser in accordance with these Terms of Use and the conditions of the Instruction leaflet.
(3) The customer may only use FRED within the scope of his own business activities by his own personnel. The customer is not permitted to use FRED for any other purpose.
(4) If the customer violates a provision of these Terms of Use or one of the provisions of the Instruction leaflet for reasons for which he is responsible, the Provider may – after prior written notification of the customer – block the customer’s access to FRED.
§ 5 Availability; Interruption of Service
(1) The availability of FRED shall be 99.95% on an annual average. Availability shall be defined as the customer’s ability to use all main functions of FRED. Maintenance periods and periods of insignificant disruptions shall be deemed to be periods of availability. In particular, but not conclusively, the following shall be deemed to be times of availability,
- maintenance or other services agreed with the customer, due to which access to FRED is not possible;
- maintenance work that becomes necessary unexpectedly, such as in the case of force majeure, unforeseeable hardware failures, strikes, natural events, etc.;
- downtimes due to virus or hacker attacks, insofar as the Provider has taken the usual protective measures;
- downtimes due to unavailability of the customer’s equipment or due to other interruptions caused by the customer (e.g. failure to cooperate);
- downtimes for the installation of urgently required security patches;
- downtimes caused by third parties (persons not attributable to the Provider).
(2) Periods of insignificant disruptions shall not be taken into account in the calculation of availability.
(3) Adjustments, changes and additions to FRED as well as measures that serve to identify and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is necessary for technical reasons.
(4) The customer is obliged to report malfunctions to the Provider without delay.
§ 6 Duties of the customer
(1) The customer shall protect the access data against access by third parties and keep it safe in accordance with the state of the art. The customer shall ensure that use only takes place in accordance with these Terms of Use and the provisions of the Instruction leaflet. The Provider shall be notified immediately of any unauthorized access.
(2) When using FRED, the customer is obligated not to store any data whose use violates applicable law, official orders, the rights of third parties or agreements with third parties.
(3) The customer shall check the data for viruses or other harmful components before using them in the Software and shall use state of the art measures (e.g. virus protection programs) for this purpose.
(4) The customer shall pay the Provider the fee for the use of FRED in accordance with § 11 of these Terms of Use.
§ 7 Support and fault reports
(1) Customer inquiries regarding FRED may be sent to the following e-mail address: info@fred-footprint.de. The inquiries will be processed in the chronological order of their receipt.
(2) The customer shall immediately report malfunctions that affect the functioning of the Software to the following contact details: info@fred-footprint.de.
§ 8 Warranty
(1) With regard to the granting of the use of the Software, the warranty provisions of the German tenancy law (§§ 535 et seq. BGB) shall apply.
(2) The customer shall notify the Provider of any defects without delay.
(3) The warranty for only insignificant reductions in the suitability of the service is excluded. The strict liability according to § 536a para. 1 BGB for defects that already existed at the time of conclusion of the contract is excluded.
§ 9 Liability
(1) The Parties shall be liable without limitation in cases of intent, gross negligence and culpable injury to life, body or health.
(2) Notwithstanding the cases of unlimited liability pursuant to § 9 (1), the Parties shall be liable to each other in the event of a slightly negligent breach of duty only in the event of a breach of essential contractual obligations, i.e. obligations whose fulfillment makes the proper performance of the contract possible in the first place or whose breach endangers the achievement of the purpose of the contract and on whose compliance the other party may regularly rely, but limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.
(3) The above limitations of liability shall not apply to liability under the German Product Liability Act (Produkthaftungsgesetz) or within the scope of guarantees assumed by a party in writing.
(4) Section 9 shall also apply in favor of employees, representatives and bodies of the Parties.
§ 10 Rights Deficiencies; indemnification
The customer warrants that the content and data stored on the Provider’s servers, as well as their use and provision by the Provider, do not violate applicable law, official orders, the rights of third parties or agreements with third parties. The customer shall indemnify the Provider against claims asserted by third parties on the basis of a violation of this clause upon first request.
§ 11 Terms of remuneration and payment
(1) For the initial provision of FRED, the customer shall pay the Provider a one-time provision fee. This amounts to
- for customers who are members of an association participating in FRED GmbH 1.500,- EUR for up to five users. For each additional user the one-time provision fee is 500,- EUR;
- for customers who are members of an European association cooperating with FRED GmbH 3.500,- EUR for up to five users. For each additional user the one-time provision fee is 1.000,- EUR;
- for all other customers 5.000,- EUR for up to five users. For each additional user, the one-time provision fee is 1,500.- EUR.
(2) For the use of FRED, the customer shall pay the Provider an annual usage fee. The usage fee to be paid by the customer to the Provider for one calendar year amounts to
- for customers who are members of an association participating in FRED GmbH 500,- EUR for up to five users. For each additional user the usage fee is 250,- EUR;
- for customers who are members of an European association cooperating with FRED GmbH 1.000,- EUR for up to five users. For each additional user the usage fee is 375,- EUR;
- for all other customers 1.500,- EUR for up to five users. For each additional user the usage fee is 500,- EUR.
The usage fee will be first charged in the year after the initial provision of the tool.
(3) Invoices shall be issued at the beginning of the contract and annually in advance for the respective calendar year. The invoice shall be due for payment within 14 working days.
§ 12 Data Protection; Confidentiality
(1) The Parties shall comply with the applicable data protection provisions applicable to them in each case.
(2) The Parties undertake to maintain secrecy about all confidential information (including business secrets and calculations or calculation templates of other customers) which they obtain in connection with the customer’s use of FRED and not to disclose, pass on or otherwise use such information to third parties. In this context, confidential information is information that is marked as confidential or whose confidentiality is evident from the circumstances, regardless of whether it has been communicated in written, electronic, embodied or oral form. The obligation to maintain confidentiality shall not apply if the Parties are obligated to disclose the confidential information by law or by virtue of a final or non-appealable decision of an authority or court. The Parties undertake to agree with all employees and subcontractors on a provision similar in content to the preceding paragraph.
§ 13 Final provisions
(1) Should any provision of these Terms of Use be or become invalid, the remaining provisions of these Terms of Use shall remain in full force and effect. The Parties shall replace the invalid provision by mutual agreement with a provision that comes as close as possible to the economic purpose of the invalid provision in a legally effective manner. The above provision shall apply mutatis mutandis in the event of loopholes.
(2) German law shall apply excluding the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (UN Sales Convention).
(3) The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms of Use is the registered office of the Provider in the Federal Republic of Germany.