General Terms & Conditions

1. ESG-X GmbH (hereinafter: ESG-X) offers a web-based ESG Suite (hereinafter: Software) for small and medium-sized enterprises via the website "www.ESG-X.com" (hereinafter: ESG-X), in particular for reporting ESG metrics and processes in accordance with the Corporate Sustainability Reporting Directive (CSRD).

2. The following General Terms and Conditions (hereinafter: Terms) apply to all usage agreements (hereinafter: "Agreements") concluded between ESG-X and customers who are not consumers as defined in § 13 BGB or other corresponding relevant statutory provisions and who are customers via the "ESG-X" platform.

3. Deviating Terms and Conditions of the customer do not apply to agreements unless ESG-X expressly agrees in writing to their application.

1. The offer provided on www.ESG-X.com for the use of the web-based software designated and described there does not constitute a binding offer from ESG-X.

2. The use of ESG-X software requires the creation of a customer account (hereinafter: Account). To create an account, the required information must be entered and a password must be set.

3. Customers can request a test account at info@ESG-X.com.

4. The customer may conclude a paid agreement for the use of the software with ESG-X at any time. The customer can choose between the offered software versions ("B2B Direct", "Channel Partner").

5. For the conclusion of an agreement on paid use of the software with annual billing, the sales team of ESG-X will create, upon request, a corresponding offer in written or text form, which is accepted by the customer through confirmation in text form, in writing, or orally, but at the latest through payment of the invoice.

1. ESG-X provides the customer with access to a software version offered on ESG-X and selected by the customer as Software-as-a-Service (hereinafter: SaaS) through a separate agreement. The scope of functionality of the booked software version, including any additional features, is derived from the description on the ESG-X website. Other services (e.g., support with the initial creation of an account, technical setup of interfaces) are not part of an agreement for the (paid) use of the software. Such additional services can be provided by ESG-X based on a separate offer.

2. Additional functionalities whose scope of use is not limited may only be used to a reasonable extent ("Fair Use"), in particular to ensure the functionality and cost-effectiveness of the provision for all customers. In case of doubt, inappropriate use shall be deemed to exist if – depending on the maximum number of employees that can be managed by a version – the monthly use of the additional functionality exceeds three times. Inappropriate use also includes use not intended for the purpose, i.e., if the additional functionality is not used in connection with the functionality of the software. ESG-X reserves the right to restrict the customer's use of the additional functionality in case of violation of the Fair Use principle after ESG-X has informed the customer. If quotas are provided for additional functionalities, they remain in place even if the software version is changed; unused quotas cannot be transferred to the next billing period. Should on-site services be required, for example for workshops, the travel costs incurred shall be billed separately to ESG-X.

3. Other consulting and support services, in particular in connection with the functions of ESG-X, as well as configuration and training services are not part of the support services. Upon request from the customer, the provider may offer a separate agreement for this purpose.

1. ESG-X guarantees an availability of the software provided as SaaS of 99% on an annual average. Excluded from this are times when the server is unreachable due to other technical problems beyond ESG-X's control (in particular force majeure, fault of third parties). Also excluded are planned maintenance work (e.g., software updates) that either fall outside regular business hours from Monday to Friday (taking into account public holidays at the Munich, Germany location) between 9:00 and 18:00 or that were announced in advance according to Section 4.2.

2. ESG-X is entitled to interrupt the availability of the software for maintenance purposes and due to other technical requirements. Where possible, maintenance work will be performed outside regular business hours from Monday to Friday (taking into account public holidays at the Munich location) between 9:00 and 18:00. If a maintenance measure during regular business hours from Monday to Friday (taking into account public holidays at the Munich location) between 9:00 and 18:00 results in an interruption of the use of the software for more than 30 minutes, ESG-X will announce this maintenance work by email. The announcement will be made at least 24 hours in advance. At the customer's request, the announced maintenance work can be postponed if this is acceptable to ESG-X from a technical and economic perspective. ESG-X is obliged to inform its customers immediately about all security incidents or indications of possible security incidents. This includes, among other things, unauthorized access to customer data, the risk of data breaches, and other security incidents that could affect the integrity, confidentiality, or availability of the services provided by ESG-X. The notification is made in an appropriate form to inform the customer about necessary measures and possible impacts.

3. System availability disruptions must be reported by the customer immediately upon becoming aware of them. ESG-X will endeavor to ensure a response time for the start of troubleshooting of four hours for reports of system availability disruptions that lead to a complete failure of the software and that are received within support hours (Monday to Thursday between 9:00 and 18:00 and Friday between 9:00 and 17:00, taking into account public holidays at the Munich location). For minor disruptions that do not lead to a complete failure of the software and occur during ongoing operation, ESG-X will endeavor to respond no later than one business day after receipt of the disruption report.

4. Support is available during the business hours specified in the Terms and Conditions and is provided by email, telephone, or video telephony.

5. For disruption reports received outside support hours, troubleshooting begins on the following business day. Delays in troubleshooting for which the customer is responsible (e.g., due to unavailability of a contact person on the customer side or late disruption reporting) are not counted towards the troubleshooting time.

1. The following cooperation obligations are primary obligations of the customer and are not to be classified exclusively as secondary obligations or duties.

2. The customer is obliged to report defects or other deviations from the quality requirements of the software to ESG-X.

3. The customer is obliged to designate a qualified contact person and a deputy who are authorized to make or immediately bring about all necessary decisions required for the provision of the contractually agreed service. The customer is obliged to report changes to the contact person (including the deputy) immediately.

4. The customer is solely responsible for the content and data processed with the software. The customer hereby undertakes to use ESG-X's software only in accordance with the contract and within the framework of applicable legal provisions and not to violate any third-party rights. The customer will inform ESG-X immediately, preferably in writing, about the following: (i) abuse or suspicion of abuse of the contractually agreed service; (ii) a risk or suspicion of a risk to data protection or data security compliance that occurs in the context of providing the contractually agreed service; (iii) a risk or suspicion of a risk to the service provided by ESG-X, e.g., due to loss of access data or hacker attacks.

5. Der Kunde ist verpflichtet, selbst für die technischen Voraussetzungen zu sorgen

6. The customer is responsible for the technical setup and administration of the account. This applies regardless of whether ESG-X supports the customer in any way in setting up the account. This includes in particular: (i) the functional setup of the account, in particular the migration of data, the configuration of processes and products; (ii) the functional setup of integrations in the ESG-X account and in the third-party system, e.g., determining whether certain data fields should be transferred and how customer-specific values from multiple selection fields are assigned; (iii) checking the functionality of the integration by means of test cases (e.g., regarding the text length of free text fields) before productive use; (iv) the technical connection of interfaces on the customer side according to the specification for incoming and outgoing data, including the entry of API keys and the activation of interfaces in the third-party system; (v) the administration of the account, in particular the creation of users and roles as well as the assignment of access to the account.

7. The customer is obliged to inform ESG-X immediately in text form about service disruptions (defects in services, lack of availability) and to provide comprehensible information about disruptions that occur. The customer will support ESG-X to a reasonable extent in identifying and resolving errors in performance problems. ESG-X is entitled to show the customer temporary error avoidance options and to remedy the actual cause later by adapting the ESG-X software, provided this is reasonable for the customer.

1. ESG-X grants the customer a non-exclusive, simple, non-transferable right to use the booked software, limited in time to the term of the contract. The terms of use of the respective provider apply to the usage rights for third-party systems and partner integrations.

2. The customer undertakes to use the software exclusively in accordance with the contract and not to make it available to third parties for use. The customer's usage rights also extend to affiliated companies/holding companies/subsidiaries of the customer within the meaning of § 271 HGB, §§ 15 ff. AktG or the respectively applicable company law provisions.

3. Both parties grant each other the right to publish with the logo of the other party and reference to the joint collaboration for advertising purposes on their official website, via common social media and media channels.

1. The prices stated at the time of ordering apply, as mentioned in the contract from ESG-X. The prices stated there are annual net prices in euros and do not include statutory value-added tax at the respectively valid statutory rate, if applicable. The amount of the annual fee for using the software depends on the selected version of the software ("B2B Direct", "Channel Partner").

2. All payments are due in advance upon invoicing.

3. In exceptional cases, monthly billing can be agreed. Payments for contracts for the paid use of the software with quarterly billing are made quarterly in advance.

4. For annual billing, the service period begins on the day of account activation and ends after one year. ESG-X initially activates the customer access for one year according to the service period agreed with the customer and stated on the invoice. Payments for contracts for the paid use of the software with annual billing are generally made by bank transfer annually in advance. With annual billing, the customer receives an invoice for 12 months in electronic form by email. The payment period for bank transfer is two weeks from the invoice date.

5. In addition, direct debit payment is available to the customer with annual billing. If a direct debit payment method is selected, we use the SEPA direct debit procedure. ESG-X will inform the customer with reasonable advance notice, usually two days in advance, about the execution of a direct debit in the SEPA direct debit procedure. However, the parties agree that the period for advance notification of the SEPA direct debit is reduced to one day.

6. In the event of a chargeback (in particular due to insufficient funds in the account, due to account expiration, unauthorized objection by the account holder, or incorrect entry of account details), the customer authorizes ESG-X to resubmit the direct debit for the respective due payment obligation. In such a case, the customer is obliged to bear the costs incurred by the chargeback. Further claims remain reserved.

7. If the price increases due to a change in order parameters, ESG-X will invoice the difference between the advance payment already made and the changed price until the end of the service period either immediately or with the following invoice for the next service period.

8. If, with annual billing, the price increases due to a change in order parameters, ESG-X will additionally invoice the difference between the advance payment already made or the amount already invoiced and the amount based on the changed price until the end of the annual term (daily billing). If, with annual billing, the price decreases due to a change in order parameters, the customer has no claim to a (proportional) refund of the advance payment already made.

9. In the event of customer default, ESG-X is entitled to block the customer's access to the software immediately if payment has not been made even after the expiry of a period of one calendar week after the due date set for the customer. ESG-X will inform the customer in advance about this blocking by setting a further period of one calendar week. In this case, the customer remains obliged to continue paying the agreed license fee plus any default interest. Damage caused to the customer by the blocking for this reason cannot be asserted against ESG-X. Furthermore, ESG-X has no right to block access to the software. Otherwise, in the event of default, the statutory provisions of §§ 286, 288 BGB or other relevant statutory provisions apply.

1. The contract term begins as soon as the customer has received their access data.

2. Contracts for the paid use of the software are subject to a minimum term of 12 months. After the minimum term expires, the contract automatically renews for 12 months each time, unless the customer terminates before the start of the next renewal period.

3. Contracts for the paid use of the software with multi-year billing are subject to a minimum term of 24 months. After the minimum term expires, the contract automatically renews for one year each time, unless the customer terminates the contract with a notice period of three months before the start of the next renewal period. For the renewal of contracts for the paid use of the software with multi-year billing, ESG-X will provide the customer with a new annual invoice for transfer at the latest at the beginning of the new renewal period.

4. The notice period is three months before the end of the service period.

5. ESG-X has the right to terminate contracts for the paid use of the software with annual billing with a period of three months to the end of the respective service period.

6. The right of both contracting parties to terminate without notice for good cause remains unaffected.

7. The termination must be in text form. The customer's account will be blocked as soon as the termination becomes effective.

1. Statutory liability for the provision of paid services. In the case of providing paid services, ESG-X is liable according to statutory provisions for damages arising from injury to life, body, or health as well as for other damages based on intentional or grossly negligent breach of duty and fraudulent misrepresentation. In addition, in the case of paid contracts for the use of the software, ESG-X is liable according to statutory provisions for damages covered by liability under mandatory statutory provisions, such as in the case of assuming guarantees, fraudulent concealment of a defect, or under the Product Liability Act. Guarantees from ESG-X are only given in writing and, in case of doubt, are only regarded as such if they are expressly designated as a "guarantee".

2. Limitation of liability for the provision of paid services. In case of slight negligence, ESG-X is only liable for damages caused by ESG-X that are attributable to such essential breaches of duty that endanger the achievement of the contract purpose, or to the breach of duties whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the customer may rely (so-called cardinal duties). In these cases, ESG-X's liability is limited to the contractually typical foreseeable damage. Liability for the slightly negligent breach of duties that are not cardinal duties is excluded, unless ESG-X is mandatorily liable by law.

3. Liability for services provided free of charge. If services are provided free of charge (e.g., within a test phase), ESG-X is only liable for damages caused by intent, gross negligence, or fraudulent misrepresentation. This limitation of liability does not apply to damages resulting from injury to life, body, or health, for which ESG-X is liable without limitation.

4. Claims against third parties. The limitations of liability also apply to claims against organs, employees, other vicarious agents, or subcontractors of ESG-X.

5. Liability for damages to the licensee's customer. Should damages occur to the licensee's customer within the framework of the licensing models "License for own use" or "White label solution", the licensee and not the provider is liable.

1. ESG-X collects and uses the customer's personal data only within the framework of the respectively applicable statutory provisions. The contracting parties conclude an agreement in this regard, insofar as this is required by the respectively applicable regulations.

2. Neither contracting party is entitled to disclose confidential information of the other contracting party to third parties without express consent (at least in text form). This applies to customers with contracts for both free and paid use. All information, whether recorded in writing or transmitted orally, that (i) is confidential or subject to secrecy by its nature or (ii) that the contracting party to whom the information is transmitted must already recognize as confidential or subject to secrecy due to the external circumstances of the transmission. Confidential information includes in particular product descriptions and specifications as well as prices. Both contracting parties undertake to use confidential information only for contractually agreed purposes. Both contracting parties take at least the precautionary measures that they also take with respect to their own confidential information. These precautionary measures must at least be sufficient to prevent disclosure to unauthorized third parties. Both contracting parties are further obliged to prevent the unauthorized disclosure or use of confidential information by their customers, employees, subcontractors, or legal representatives. The contracting parties inform each other in writing in the event of misuse of confidential information. Excepted from the above-mentioned obligation is such information that (i) was already known to the other contracting party before transmission and without an existing confidentiality agreement, (ii) is transmitted by a third party who is not subject to a comparable confidentiality agreement, (iii) is otherwise publicly known, (iv) was developed independently and without using the confidential information, (v) was released in writing for publication, or (vi) must be transmitted due to a court or regulatory order.

3. No party may use, directly or indirectly, information, products, or materials provided by the other party in the course of cooperation outside the contract purpose or attempt to manufacture or reproduce them for itself, including but not limited to "reverse engineering". This applies unless expressly agreed otherwise or unless such information, products, or materials are already freely available.

4. The parties undertake to comply with the relevant statutory provisions for handling personal data, in particular the EU General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

1. ESG-X has the right to change these General Terms and Conditions at any time or to supplement them with regulations for the use of newly introduced additional services or functions of the software. The changes and additions to the General Terms and Conditions will be announced to the customer by email to the email address provided by the customer at least four weeks before the planned effective date. The customer's consent to the change in the General Terms and Conditions is deemed to have been given if the customer does not object to the change within a period of two weeks, starting with the day following the change announcement, in text form (e.g., letter, fax, email). ESG-X undertakes to specifically point out the possibility of objection, the objection period, the text form requirement, and the meaning or consequences of failing to object in the change announcement.

2. ESG-X reserves the right to change the software or offer different functionalities, unless the changes and differences are unreasonable for the customer. If the provision of a changed version of the software or the change of functionalities of the software is associated with a significant change in the workflows supported by the software of the customer and/or with restrictions in the usability of the data generated so far, ESG-X will announce this to the customer in text form at least four weeks before the change takes effect. If the customer does not object to the change within a period of two weeks from receipt of the change notification in text form, the change becomes part of the contract. ESG-X will point out the aforementioned period and the legal consequences of its expiry in the event of non-exercise of the right of objection to the customer with each change notification.

3. ESG-X further reserves the right to change the software or offer other functionalities, (i) insofar as this is necessary to bring the services offered by ESG-X into line with the law applicable to these services, in particular if the legal situation changes; (ii) insofar as ESG-X thereby complies with a court or regulatory decision directed at ESG-X; (iii) insofar as this is necessary to eliminate security gaps in the software; (iv) because the services or contractual conditions of third-party providers (e.g., for integrations or subcontractors) have changed; (v) if this is predominantly advantageous for the customer. ESG-X reserves in particular the right to restrict or discontinue the provision of additional functionalities or integrations if the technical partners of the additional functionalities or the providers of the third-party systems significantly restrict or change their services or service conditions and ESG-X can therefore no longer be expected to continue providing, e.g., because the additional effort for ESG-X is disproportionately high. In this case, the customer receives a reasonable proportional refund of the fees paid in advance with annual billing, provided that the additional functionality or integration was billed separately.

4. ESG-X is entitled to adjust the prices for the paid contractual services annually by a reasonable amount to compensate for personnel and other cost increases. ESG-X will inform the customer of these price adjustments and the time of the price adjustment taking effect in text form. The price adjustments do not apply to the periods for which the customer has already made payments. If the price increase is more than 15% of the previous price, the customer may object to this price increase within two weeks of notification. A change in price due to a change in the scope of services or the number of employees to be looked after does not count as a price adjustment within the meaning of this Section 11.4.

5. If the customer objects to a change within the meaning of this Section 11 in the proper form and within the proper time, the contractual relationship will continue under the previous conditions. In this case, ESG-X reserves the right to terminate the contractual relationship extraordinarily with a period of one month.

6. Changes to these General Terms and Conditions require text form. This also applies to the waiver of text form itself.

1. Should individual provisions of the General Terms and Conditions have become wholly or partially not part of the contract or be invalid, the contract remains valid in other respects. Insofar as the provisions have not become part of the contract or are invalid, the content of the contract is governed by statutory provisions.

2. The law of the Federal Republic of Germany applies exclusively to the contractual relationship between the contracting parties. The exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between ESG-X and the customer is, insofar as legally permissible, the registered office of ESG-X.