Klimate.co is owned and operated by:

Klimate ApS
Hauser Pl. 30a
1127 København K, Denmark

Company Number: DK-41057165

support@klimate.co

+ 45 41 71 84 29

(“Klimate”)

1. General‍

1.1. These terms and conditions (the “Terms”)  apply between you (the “User” or “you”) and Klimate for the User’s use of and access to the digital, online platform developed, owned, and operated by Klimate (the “Platform”). The User and Klimate may individually be referred to as a “Party” and collectively as “Parties”.  

1.2. These Terms do not govern the specific transactions initiated by the Client through the Platform.  Any purchase of Klimate’s services through the Platform are consequently governed by separate terms and conditions, which the Client will be required to accept prior to completion of any transaction via the Platform.

1.3. To the extent that the User access and/or use the Platform on behalf of its employer or other entities, you affirm that the you are authorised to do so and to act on behalf of your employer or another legal entity, such that your employer or such entity is entering into a binding agreement with Klimate under these Terms (including those incorporated by reference herein).

1.4. By creating an account, accessing or using the Platform, the User agrees to be bound by these Terms.

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2. About the Platform

2.1. The Platform is an online platform built and operated by Klimate. The Platform is created, i.a., to assist companies in procuring the removal of carbon dioxide (CO₂) from the atmosphere through the purchase of carbon credits (“Credits”), to access specific information about such Credits and to export relevant information and data about the Credits. 

2.2. Klimate does not offer services to private individuals. 

2.3. Credits purchased by the User through the Platform are procured by Klimate through its partnerships with various third-party suppliers (“Suppliers”) which offer the removal of CO₂ from the atmosphere through various projects (“Projects”) as displayed on the Platform. As such, Klimate does not itself provide any removal of CO₂ on behalf of the User.
Through the Platform, the User may purchase Credits either through specific, individual Projects or through pre-structured portfolios composed by Klimate (“Portfolios”).  
As part of the User’s purchase of Credits through the Platform, Klimate shall be solely responsible for the fulfilment of any obligations towards its Suppliers, including any payment obligation to the Suppliers, and the User expressly disclaims any liability thereof.  

2.4. All Projects displayed on the Platform and on Klimate’s website ("www.klimate.co"), whether included in Portfolios or displayed individually, are to be viewed as invitations to offer, are subject to availability and should not be construed as a binding proposal by Klimate. 

2.5. The information provided on the Platform, including but not limited to project descriptions, ratings, and analytics, is for informational purposes only and does not constitute legal, financial, or investment advice.

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3. Order and delivery

3.1. All orders are created via the Platform and are binding upon the User, non-refundable, non-terminable and subject to payment. 

3.2. Upon receiving payment from the Client, Klimate will initiate the process of contracting the Projects as specified in the order for the procurement of Credits. Where one or more of the desired Projects included in the specific order are not available, Klimate may - at its own discretion - change the specific composition of the ordered portfolio to include alternative available Projects. 

3.3. Where Klimate exercises its right to change the composition of Projects, as outlined in section 4.2, in the Client’s Portfolio, Klimate must choose projects of a material similar quality (meaning a project from the same geographic region generating similar CO₂ removal or other environmental attributes, if applicable) at the same calendar year and which uses a similar methodology for assessing the greenhouse gas removal) to the project originally requested by the Client. Klimate will always aim to maximise the climate impact of the Portfolio.

3.4. Klimate reserves the right to spend up to 90 (ninety) days from payment is received to fulfil the delivery of the User’s order. If Klimate is not able to procure Credits from one or more Projects ordered within this time frame, Klimate is responsible for informing the User and to suggest a revised portfolio. Where Klimate is successful in providing a revised portfolio composed of projects of a material similar quality, in accordance with 4.2 and 4.3 of these Terms, within 90 days of the User’s order placement, the User is obligated to accept the alternative allocation. If Klimate is unable to procure a materially similar project within 90 days, Klimate will refund the User for the undelivered portion of the order unless otherwise agreed.

4. Platform access, availability and User’s obligations

4.1. On the conditions set out in these Terms, the User is granted a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Platform in accordance with these Terms. Access to the Platform is subject to the User’s compliance with these Terms. 

4.2. The User undertakes to not (i) use the Platform in any way which infringes applicable law, (ii) any third-party rights, (iii) reverse engineer, decompile, modify, copy, or redistribute the Platform in whole or in part or (iv) alter or obscure any data, data reports or similar generated by or through the Platform.

4.3. The User agrees to indemnify, defend and hold harmless Klimate for/from any and all losses arising from or related to the User granting access to the Platform to third parties, intentionally or unintentionally, including through the unauthorised use of the User’s log-in credentials or arising from or related to the User’s accessing/using the platform contrary to or beyond the User’s rights as expressed in these Terms.

4.4. Klimate does not guarantee the User an uninterrupted access to the Platform. Planned maintenance or unexpected downtime where the User will not have access to the Platform may occur from time to time, and Klimate shall not be liable for any disruption or loss resulting therefrom.

5. Intellectual property

5.1. All intellectual property rights (including, but not limited to, copyrights to source-code and other software elements of the Platform, text, photos, graphics and user interface, data, data compilations, logos, company names and any associated intellectual property rights) are the exclusive property of Klimate. Nothing in these Terms is to be construed as granting the User any rights to the Platform, except as expressly set out in these Terms.

6. Usage data

6.1. Klimate may collect certain data information related to the User’s access to and use of the Platform including, but not limited to, data about the User’s past, current, and forecasted greenhouse gas emissions, compositions of Portfolios, carbon removal activities and exported data (“Usage Data”). The User agrees that Klimate may utilise and disclose such Usage Data in fully an anonymised form for any purposes relevant to Klimate’s business, including for product development, research and analytical purposes. 

6.2. All data compilations created or generated by Klimate through Klimate’s access to the Usage Data shall be the exclusive intellectual property of Klimate.

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7. Data privacy

7.1. Klimate is committed to protecting your privacy. Our data collection and processing practices are outlined in our Privacy Policy, which is incorporated into these Terms by reference.

8. Communication to the market

8.1. Client acknowledges that any purchase of Credits made via the Platform in accordance with these Terms is not a part of the European Union Emission Trading System or any other compliance schemes.

8.2. The User may communicate freely about any Credits purchased via the Platform, mentioning Klimate and Klimate’s Suppliers as well as using logos of Klimate.

8.3. Where the User makes any ESG communication, ESG claims or marketing in general relating to its purchased Credits, Klimate does not make any representations, warranties or guarantees of the Credits’s suitability of such ESG communication and ESG claims. Consequently, Klimate shall not be liable for any legal or reputational consequences resulting from the User’s ESG communications or marketing in relation hereto.

8.4. It is the sole responsibility of the User to ensure that any claims made by the User regarding purchased Credits:

• Do not violate any local laws related to sustainability and/or marketing statements.
• Do not misrepresent the effect of purchasing Credits relative to the effects of emissions
• Are communicated in a balanced way relative to the User’s efforts to reduce emissions.

8.5. The User agrees that Klimate may publicly communicate that the User has contracted the purchase of Credits representing the removal of CO₂ through the Platform by adding the logo or trademark (whether registered or not) of the User to Klimate’s website, Klimate’s company presentations and the like. As such, and strictly for the purposes mentioned in this clause 9.5, the User hereby grants to Klimate a royalty-free, non-sublicensable, perpetual, nonexclusive, worldwide license to use the User’s trademark or logos.

8.6. If relevant, the User and Klimate will mutually agree on any further communications made by Klimate, specifically making a “case story” showcasing the value of the partnership.

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9. Rating of Carbon Removal Projects

9.1. Klimate is responsible for analysing all Projects which we purchase Credits from. All Projects are rated on more than 100 data-points, which are grouped into the following four categories: 

1. Climate impact
   Climate impact evaluates the impact a project has on mitigating climate change, including the additionally, effectiveness, permanence and timeliness of the carbon removal.

2. Co-benefits
   Co-benefits relate to the externalities of the project. A project may either have positive or negative co-benefits, which are grouped by environmental and social aspects.
   
   
3. Integrity
   Integrity relates to more technical aspects of the project such as accounting, verification, certification, and monitoring
   
   
4.  OutlookOutlook refers to the potential of the project/methodology, the risks involved, and the governance of the company behind the project.

9.2. Each score is summarised as a number from one to 100, where 100 is the highest available score

9.3. Klimate will share aggregated scores with the User, based on the User’s Portfolio.

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10. Partnerships

10.1. Klimate engages with several partners offering CO₂ calculation services. Klimate can recommend one or more partners to Clients interested in getting their emissions calculated. Klimate will solely act as a broker between Client and the third-party partner offering the CO2 calculation service and is therefore not responsible for the quality of the calculations being performed and cannot be held liable for the performance or accuracy of the services performed by such third-party.

10.2. Klimate will charge a service fee for its brokering service which will be agreed on a case-by-case basis between Klimate and the Client.

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11. Price and fees

11.1. The final price for each Portfolio or Credit purchase is based on the projects from which Klimate purchases the Credits services, the distribution of these services and a fee which Klimate charges on all orders. The size of the fee may vary, i.a., depending on the total contract value, types of projects in the purchased Portfolio, etc. Klimate’s fee is not included in the prices displayed on the Platform. The full cost, including above-mentioned fees, will be disclosed to the User prior to order confirmation.

11.2. When accepting an order, the Client is committing to a price per ton, the service fee, and a total volume of removal.

11.3. All prices listed on the Platform are listed in EUR and are exclusive VAT. 

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12. Limitation of liability

12.1. To the maximum extent permitted by Danish law, Klimate shall not be liable to the User or any third party for any indirect, incidental, special, or consequential losses arising out of or in connection with the User’s use of or inability to use the Platform or the services provided by Klimate, including for any loss of revenues, loss of profits or loss of data. Under any event, Klimate’s aggregated liability shall not exceed the total order value of the specific Project purchase resulting in the liability claim.

13. Payment

13.1. Payments through invoices are due within thirty (30) days of the invoice date, unless any other written agreement has been made between the Parties. The invoice is sent to the email address specified by the User on the same day as the order is placed, or the delivery of right to credits is made.

14. Term, termination and rights of withdrawal 

14.1. Klimate may terminate the User’s access to the Platform in case of a material breach of these Terms. Termination is subject to a 30 days written notice by Klimate to the User. Upon Termination, the User is invited to download all material relevant to the User’s purchased Credits and Portfolios. Material which has not been downloaded by the User prior to termination may be sent by Klimate to the user upon written request.

14.2. For the avoidance of doubt, the User’s affiliation with any restricted activities as specified in these Term’s section 17, are to be viewed as a material breach of these Terms.

14.3. Upon termination, all rights granted to the User under these Terms, including the User’s right to access its Platform account, shall cease.

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15. Governing law and choice of venue

15.1. These Terms, and any order confirmations made with Klimate, shall be subject to Danish Law, excluding its choice of law provisions. If a dispute cannot be resolved, the District Court of Copenhagen, Denmark, shall have exclusive jurisdiction.

16. Restricted activities

16.1. Klimate reserve the right to refuse to work with organisations or companies involved in the production, operation, trade or sale of any of the following: tobacco, gambling, firearms, weapons, pornography, fossil fuels, mining, nuclear power or hazardous materials, prisons, animal products or services, volunteer placement to orphanages, illegal products or those subject to phase out, and industries at risk of human rights violations. In this regard, Klimate will enjoy full discretion in its decision to refuse collaboration with any company or organisation in this regard.

16.2. By accepting these Terms & Conditions, you (as representative for the Client) are hereby stating that the above does not apply to your organisation. Furthermore, Klimate require pre-approval by Klimate’s board of directors to work with organisations involved in the production, operation, trade or sale of any of the following: alcohol, whole life insurance, tax advisory services, and payday, short term, or high interest lending. If approval from Klimate’s board of directors cannot be obtained, Klimate may refuse any further cooperation with the Client.

16.3. Where a User falling under any of the above-listed categories has placed an order via Klimate’s platform, Klimate may annul the order and pay back any payment for Klimate’s services paid by the User in question.

17. Miscellaneous

17.1. In the event that any provision of these Terms are to be deemed invalid, void, unenforceable or otherwise in conflict with Danish law, such determination shall not affect the remainder of these Terms which shall continue to be in force.

17.2. Klimate may update these Terms from time to time. Any changes will be communicated to the User and will become effective upon the User’s continued use of the Platform.

17.3. These Terms as well as any terms incorporated hereto by reference constitute the entire agreement between the User and Klimate in regard to the User’s acces to and use of the Platform.

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