Terms and Conditions of Redigo Carbon services

1. General provisions

1. This document consists Terms and Conditions that define in particular the types and range of the services provided by electronic means, conditions for providing these services, including the technical requirements, rights and obligations of parties and other matters related with providing services by Redigo Carbon for its clients.
2. As soon as the Client takes action to use electronic services provided by Redigo Carbon, the Client is obliged to comply with the provisions of these Terms and Conditions. Some features may have their additional terms and conditions that are binding if the Client is going to use these features.
3. These Terms and Conditions shall be treated as terms determined by the Law of 18 July 2002 on Rendering Electronic Services and the Act of 30 May 2014 on Consumer Rights.

2. Definitions and interpretation

1. Redigo Carbon / Service Provider – Redigo Carbon spółka z ograniczoną odpowiedzialnością with registered seat in Warsaw (Poland), address: ul. Marszałkowska 58, 00-545 Warsaw, entered in the register of entrepreneurs of the National Court Register under no. KRS 0000990700, having tax identification number (NIP) 7011104497 and statistical number (REGON) 523043480, share capital: 5000 PLN;
2. Client – ​​each entity that is not a natural person, e.g. legal entity, organization unit without legal status but to whom a legal act has granted a legal capacity to use the services, public or governmental institutions;
3. Agreement – an agreement between Redigo Carbon and Client that is concluded by acceptance of these Terms and Conditions by the Client on the basis that Redigo Carbon may provide services for the Client related with measuring an environmental influence of the Client. By accessing the Portal the Client or any other entity accepts that provisions of Terms and Conditions (not related with service of measuring an environmental influence) applies, in particular if they determine scope of usage of the Portal and licensing matters;
4. Certification – a process of verification of environmental influence (e.g. CO2 emission) of the Client by usage of widely accepted certifying standards. This process is summarized and on the basis of this summary Redigo Carbon prepares and delivers a report of Client’s environmental influence;
5. Portal – website and ICT system belonging to Redigo Carbon available at redigocarbon.com that is used to provide services for the Clients. As ICT system shall be treated a set of cooperating ICT devices and software that enables processing and storing as well as sending and receiving data through telecommunication networks by means of a terminal device appropriate for the given network;
6. Intellectual Property – the right to any concept, product or process developed by Redigo Carbon or the Client, including copyright in all software, documents, data, information, specifications and other materials and all trade marks;
7. SaaS / Software as a Service – way of providing one of the main services available by using the Portal that is characterized by inputting data or information by the Client via the Portal, sending these data or information to the processing device or cloud computing infrastructure that is used or controlled by Redigo Carbon and then returning back results of processing of these data or information to the Client via the Portal. Providing services via SaaS needs access of the Client to the Internet and having compatible software and devices described above.
8. Unless expressly stated otherwise, in the interpretation of the Terms and Conditions:
- singular includes plural and vice versa, words importing gender include every gender, as the context requires, persons include natural persons and corporate persons, successors and assigns;
- references to any legislative or similar instrument include any amendment or re-enactment to or in substitution for it;
- references to documents ‘in writing’ or being ‘written’ includes both delivery of hardcopy form and electronic communication of the document as a signed digital file, unless the Polish law specifies another form to be needed to legally-binding make a statement;
- headings used herein are for convenience of reference only and are not to affect the construction or meaning or to be taken into account in interpreting the Terms and Conditions.

3. Obligations and statements of the Client and Redigo Carbon

1. To properly conduct most of the services by Redigo Carbon, the Client shall submit necessary and sufficient information, data, instructions and documents and they shall be submitted in periods specified in the Portal. These data shall be also prepared on the basis of comparative methodology, for example usage of raw materials in each time period shall be measured according to comparative methods. If the Client does not submit necessary and sufficient information, it may affect thr whole Certification procedure and have an impact on final conclusion. Redigo Carbon neither its officers, employees, agents, subcontractors or experts is not responsible for such potential faults that may occur if Redigo Carbon receives not proper (i.e. incomplete, erroneous, misleading or false) information and data from the Client.
2. The Client shall procure all necessary access to the Company’s representatives or its authorized personnel to the premises where the services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the services. This means also supplying any special equipment and personnel necessary for the performance of the services.
3. If the Certification process needs verification of potentially hazardous or dangerous substances or places, the Client shall inform about this in advance to allow Redigo Carbon to prepare and make necessary measures to make samples, test radiation, pollution etc. If the Certification process needs such measures, Redigo Carbon is entitled to terminate the Agreement immediately and without liability and therefore suspend or cease providing services for the Client.
4. The Client shall guarantee, hold harmless and indemnify Redigo Carbon and its officers, employees, agents, subcontractors or experts against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising related to the performance, purported performance or non-performance, of any services.
5. The Client confirms that Redigo Carbon, by providing the services for the Client, neither takes the place of the Client o any third party, nor releases them any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of the Client to any third party or that of any third party of the Client.
6. The Client confirms that the Client shall not use the Portal or its features for other goals that its Certification (or Certification of entities in its capital group) and therefore shall not use the Portal or its features beyond the agreed scope of use or permit its use by third parties or make it accessible to third parties. The Client is not entitled to reproduce, sell, rent or lend software or in other ways to allow entities not being parties of the Agreement to use the Portal and its features. The Client shall ensure that access to the Portal and its features is given only to representatives of the Client and its authorized personnel. Each access code, logins, passwords, tokens or other forms of authorisations shall be kept in a safe and secure place by the Client. Redigo Carbon is not responsible for potential damage, including leak of Client’s confidential information, that may occur if an unauthorised person gets access to the Client’s profile or account in the Portal because of the Client’s lack of security measures. The Client accepts that Redigo Carbon can take appropriate measures to reduce possibilities to use the Portal in a way not set in Terms and Conditions.
7. Redigo Carbon is neither an insurer nor a guarantor and disclaims all liability in such capacity. Such provision shall be treated in full scope allowed by the Polish law.
8. Redigo Carbon is not responsible for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside Redigo Carbon’s control and this includes failure by the Client to comply with any of its obligations stipulated in these Terms and Conditions.
9. The liability of Redigo Carbon in respect of any claim for loss, damage or expense of any nature or arising from the Agreement shall in no circumstances exceed ……….. Polish zlotys or ……….. euro (or its equivalent in any currency), whichever is the lesser.
10. Redigo Carbon can delegate the performance of all or part of the services to an agent, subcontractor or expert and the Client authorizes Redigo Carbon to disclose all information necessary for such performance to the agent, subcontractor or expert.
11. The Certification and its report is based on information and data provided by the Client and therefore it reflects them and state of knowledge at the moment of Certification process. As information and data as well as state of knowledge vary in the time, providing different information and data or using different methodology may vastly affect the results.
12. Redigo Carbon does not guarantee uninterrupted availability of the Portal. In the event of interruptions to availability for which Redigo Carbon is responsible, Redigo Carbon will make every technically and economically reasonable effort to restore availability in a timely manner. The Client is not entitled to assert claims based on defects in the case of minor reductions in suitability of the Portal features for their contractual purpose. Deficient availability of the Portal of up to five full days per contract year shall be treated as a minor defect in suitability. Redigo Carbon declares that the Portal and its features are under constant development and therefore features of the Portal may vary, new features become available (even temporarily) as well as some features may become unavailable. Such changes in the Portal does not affect the validity of the Agreement and shall not be a reason to terminate the Agreement unless lack of some feature does not allow to conduct proper Certification in case of the Client.
13. Each party represents and warrants to the other Party that is duly organized and validly existing under the law of its registration and is qualified to conduct its business in its country of origin or in such other country where the services are provided. Each party also declares that it has the capacity and authority to enter the Agreement and perform its obligations. Representation and warranty is made at the time of entering the Agreement and deemed repeated upon the date or deemed date for performance of its obligations.

4. Fees and payment

1. The Client agrees to pay Redigo Carbon all amounts invoiced for the services realized according to the Agreement. The cost of services is presented to the Client before the Client decides to conclude the Agreement. Some additional costs may apply if they are needed to properly conduct services for the Clients, in particular when to conduct the Certification it is necessary to personally visit the Client’s offices, factory plants and other Client’s places or to make and test samples of the Client’s products, by-products or semi-finished products.
2. All payments are due and payable in full without any deduction within 14 days of the date of the invoice. Payment shall be conducted to the bank account of Redigo Carbon put at the invoice. Invoices amounts that are not paid during the above-mentioned period incur interest according to the basic Polish-law interest rate from the due date until these amounts are not paid in full.
3. The Client agrees to receive invoices in electronic firm without a written signature of person representing Redigo Carbon. Such invoices shall be sent to the e-mail address of administrator of the Client’s profile in the Portal or can be generated and downloaded by the Client by logging into the administrator’s account.

5. Copyright and Intellectual Property

1. All Intellectual Property remains to the owner of this Intellectual Property. This applies, in particular to software, know-how, written or electronic information material, marketing documents, logos, labels and media-related data products. Each party entitles the second party to use its Intellectual Property only for proper execution of its obligation stipulated by these Terms and Conditions and the Agreement.
2. In particular Redigo Carbon retains all its Intellectual Property, including rights to all software, know-how, information, data or other material whether in written or electronic form, marketing documents, logos and labels.
3. The Client is granted a non-exclusive, non-transferable license to use the Portal and Intellectual Property related to the Portal for the purposes specified in these Terms and Conditions and the Agreement, especially for the purpose to determine the Client’s environmental influence. The Client cannot sublicence, lend, resell, transfer, disseminate or in other ways make Intellectual Property accessible and does receive any additional rights to Intellectual Property. The Client cannot circumvent technical limitations of the Portal or SaaS or decompile and disassemble the Portal or SaaS.
4. The license to use the Portal and Intellectual Property is given only for a period of the Agreement. After this period the Client shall cease to use them and is entitled only to use the Certification summary for its business purposes.
5. Use of Redigo Carbon or the Client’s corporate name or registered marks for advertising purposes is not permitted without the prior written authorisation of the party. This provision is not an obstacle to put on the Redigo Carbon website or its presentation information that the Client is a customer of Redigo Carbon’s services.
6. The Client agrees that its anonymised or obfuscated data may be used by Redigo Carbon for improving computing mechanisms and further develop more accurate ways to determine Redigo Carbon’s clients environmental influence.

6. Confidentiality

1. Redigo Carbon and the Client agree that information put by the Client through the Portal shall be treated as confidential information and shall not be disclosed to anyone except the Client and its authorized personnel.
2. Each data transmitted to any party through the Portal as well as information received during negotiations or any correspondence proceeding to the conclusion of the Agreement (especially information about processing the Client’s data) shall also be treated as confidential information.
3. As confidential information shall not be treated information that:
- is or become generally known to the public without breaching or infringing the Terms and Conditions or the Agreement;
- is known by the receiving party before such information become subject of the confidentiality obligation;
- is disclosed by an independent third party with a right to make such disclose.  
4. Each party is entitled to disclose the confidential information if – according to the generally binding law applicable to the party – the party is legally bound to disclose such information to governmental institutions, i.e. to juridical bodies or tax offices. Unless required by law, neither party shall disclose the other’s confidential information to any person or entity except as expressly provided by herein.
5. Each party can ask the other party for interpretation if any information is confidential. Such information can be disclosed only after an explicit statement of the other party that does not treat this information as confidential.
6. Redigo Carbon and the Client agree that as confidential information shall be treated not only information about these entities but also information about any entity or person belonging to the capital group of these parties, its customers, clients, contractors and other entities about that information are put through the Portal or transmitted otherwise.
7. The Client declares to take appropriate technical measures to protect usage of the Portal against the Terms and Conditions and provisions of the Agreement.

7. Warranty

1. Redigo Carbon declares that the Portal and SaaS are under constant development so are provided ‘as is’. Redigo Carbon does not make any warranty of any kind. Disclaimed warranties include for example:
- warranty of merchantability, satisfactory quality and fitness for a particular purpose;
- warranty of accuracy of results, of the quality and performance of the Portal and SaaS.
2. The Client acknowledges and agrees that the whole risk resulting from using the Portal in a way different that specified in the Terms and Conditions and the Agreement shall be borne by the Client to a greatest extent permitted by regulations.

8. Termination of the Agreement

1. Redigo Carbon is entitled to immediately and without liability either suspend or cease providing of the services in the event of:
- failure by the Client to comply with any of its obligations put in the Terms and Conditions and such failure is not remedied within 10 days that notice of such failure has been notified by the Client;
- any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Client;
- usage of the Portal by the Client in a way exceeding permitted use according to the Agreement and the Terms and Conditions; breaching rules of usage of Redigo Carbon’s Intellectual Property.
2. Each party may immediately terminate the Agreement:
- in the event of force majeure continuing for more than 30 days,
- upon mutual agreement of the Parties.
3. Each party may terminate the Agreement by submitting its statement about termination of the Agreement with 30 days notice. Termination of the Agreement causes revoking access to the Portal and therefore suspension of providing services by Redigo Carbon for the Client.

9. Force majeure

1. Each party is not obliged to conduct its obligations in case of force majeure affecting this party.
2. As force majeure shall be treated events or circumstances that are beyond the reasonable control of such party, could not be predicted and result in or cause the failure of the affected party to perform any of its obligations under the Agreement. Force majeure can be i.e. lightning, explosion, storm, fire, flood, earthquake or accumulation of snow or ice, act of the public enemy, war, threat of war, terrorist act, blockade, revolution, riot, insurrection, civil commotion or public demonstration, national or regional emergency, injunctions, strikes, lockouts, labour trouble or other industrial disturbances, pandemic and correlated restrictions.

10. Governing law

1. Unless specifically agreed otherwise, all disputes arising out or in connection with the Terms and Conditions and Agreement shall be governed by the Polish law. Redigo Carbon and the Client agree that they shall try to resolve the dispute by negotiation in good faith and if this dispute cannot be resolved in this way in 30 days, each Party is entitled to submit a motion to the general court applicable for the district Warsaw – Stare Miasto (Warsaw – Old City). The Polish courts have jurisdiction and Polish law and interpretation rules shall apply.
2. If any provision of these Terms and Conditions became invalid or ineffective, it does not affect validity or effectiveness of other provisions. In such cases Redigo Carbon and the Client agree that they shall apply the provision that has similar business meaning as the provision that was declared invalid or ineffective.

10. Privacy Policy

1.Redigo Carbon processes personal data of the Client’s personnel as well as other natural persons involved in realization of the Agreement. Personal data are processed according to the generally binding Polish law, in particular according to the General Data Protection Regulations (GDPR).
2. Personal data are collected from information provided by the Client and are collected only for a purpose to properly provide services for the Client. Redigo Carbon does not process the data for other purposes and does not transfer them to third parties. Personal data is not used for promoting Redigo Carbon’s services unless a specific person does not allow Redigo Carbon to do so, i.e. by allowing to publish his/her opinion about Redigo Carbon’s services. Personal data of natural persons are not subject to automated processing nor profiling.
3. Personal data may be disclosed to the entities participating in providing services by Redigo Carbon like experts, accountants, legal advisors, especially when it is needed to meet Redigo Carbon legal obligations or valid governmental requests. Personal data may be also used to detect, prevent or mitigate fraud or security or technical issues as well as to protect Redigo Carbon or its Client against harm to their rights.
4. By submitting personal data the Client confirms that it is legally entitled to submit these personal data to Redigo Carbon, i.e. has already obtained all necessary consents.
5. Each natural person whose personal data are processed has rights to:
- request a copy of the information that are hold about this natural person,
- correct data that are hold about this natural person,
- in specific circumstances can ask for these data to be erased and ceased to be processed,
- transfer its personal data to be transferred to another organization,
- object for certain types of data to be processed,
- object for personal data to be processed automatically or be a subject of profiling.
6. Types of personal data that can be collected by Redigo Carbon are:
- name and surname,
- phone number and e-mail address.
7. Redigo Carbon can collect additional personal data if such data were submitted by the Client or are available in publicly accessible documents, i.e. in powers of attorney or business documentation presenting right of the natural person to sign the Agreement with Redigo Carbon in the name of the Client, participate in providing services and receiving Certification report.

12. Final provisions

1. Redigo Carbon reserves the right to amend these Terms and Conditions at any time. This right may be restricted only by explicit written agreement between Redigo Carbon and the Client.
2. The amendment of the Terms and Conditions occurs by publishing the new wording of these Terms and Conditions.
3. The amended Terms and Conditions are binding for parties and every transaction executed after publishing new wording of Terms and Conditions on Redigo Carbon’s website.

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Redigo Carbon Sp. z o.o. NIP: 7011104497 KRS: 0000990700
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