General terms and conditions of business

General

These General Terms and Conditions of Purpose Green Real Estate GmbH, Joachimsthaler Straße 1, 10623 Berlin (hereinafter referred to as " Purpose "), in their currently valid version, apply to the entire contractual relationship regarding the provision of deliveries and services to customers by Purpose. These General Terms and Conditions also apply to all future contracts and/or contractual relationships concluded with customers within the framework of an ongoing business relationship.
Upon request, we will be happy to send you the General Terms and Conditions free of charge. International customers will receive these General Terms and Conditions at the latest at the time of contract conclusion, i.e., upon transmission of a binding offer and/or a corresponding order confirmation by Purpose.
All offers of deliveries and services are directed exclusively to customers who are entrepreneurs within the meaning of Section 14 Paragraph 1 of the German Civil Code (BGB).
Where applicable, these Terms and Conditions are supplemented by further contractual documents such as (i.) any order form / order confirmation used, (ii.) special conditions / service descriptions regarding the agreed services (if available), (iii.) the applicable price list (if available), hereinafter also referred to jointly as "Contract documentsThe contractual documents together form the contractual basis for the contract with the customer. In the event of any contradictions between the contractual documents, the following ranking shall generally apply, unless a different ranking is expressly provided and/or stated in the aforementioned contractual documents:
1. These Terms and Conditions
2. Special conditions / service descriptions (if available)
3. Price list (if available)
In addition, the statutory provisions shall apply unless otherwise stipulated in the aforementioned contractual documents.
These Special Conditions are supplemented by an order form/order confirmation.
Deviating general terms and conditions of the customer will not be accepted. This also applies if Purpose does not expressly object to deviating general terms and conditions of the customer and/or unconditionally provides or accepts services and/or deliveries in full knowledge of the customer's conflicting general terms and conditions, even if they are included in an order text. The customer's general terms and conditions apply only if we have expressly agreed to such conditions in writing in the individual case (Section 126 of the German Civil Code).
Conflicting general terms and conditions or individual regulations shall be replaced by the provisions of the dispositive law.

Conclusion of contract

The contract with the customer can be concluded in particular as follows:

If the customer's order was preceded by a binding offer from us, the contract is concluded upon receipt of the customer's order corresponding to our offer (acceptance). If the customer's order deviates from our (binding) offer, the contract is only concluded upon our express confirmation of the order; this confirmation must be in text form (Section 126b of the German Civil Code, e.g., by email) to be effective. If our offer is "subject to change," we may revoke it at any time until receipt of the order.
If the customer submits an offer to us, the contract is concluded (i.) upon receipt of an express order confirmation/acceptance of the offer from us in text form (Section 126b of the German Civil Code, e.g., by email), (ii.) upon receipt of a corresponding invoice by the customer, or (iii.) upon provision of the deliveries and/or services to the customer or upon use of the deliveries and/or services by the customer, whichever of these events occurs first. Our order confirmation or invoice shall be decisive for the scope and content of the contract.
The customer is bound to his offer for at least two (2) weeks from receipt by us.
When using our order form, the contract is concluded when both contracting parties sign the form (text form § 126b BGB is sufficient), but at the latest when the deliveries and/or services are made available to the customer or the customer uses the deliveries and/or services.

User account

Use of Purpose software requires a customer account. Purpose provides the customer with the access data required for identification and authentication to use Purpose software. The customer is not permitted to provide these access data to third parties who are not employees of the customer or who have a legitimate interest in access in individual cases. It is the customer's responsibility to change the access data to names and passwords known only to the customer.

Availability of services

Purpose guarantees an overall availability of the service at the handover point of at least 99.5% per month, unless otherwise agreed with the customer. The handover point for accessing the service is the router exit of the respective data center where the server on which the software is installed is located. The customer's necessary internet access to connect to the handover point is not subject to availability.
Availability is defined as the customer's ability to use all core functions of the software service. Maintenance periods are considered software availability periods. Periods of minor disruption are not taken into account when calculating availability. Purpose's measurement tools are decisive for proving availability.
To maintain the quality and security of the software, maintenance windows (downtimes) of a maximum of three hours per month are agreed upon, during which the service and its functions are scheduled to be unavailable. During these maintenance windows, the software is considered available despite being shut down. When scheduling such maintenance windows, Purpose will consider the legitimate interests of the customer. Purpose will endeavor to schedule the maintenance windows so that they fall outside of normal business hours (Monday to Friday, excluding public holidays in Berlin – from 9:00 a.m. to 6:00 p.m. CET/CEST). The planned maintenance windows will be announced at least two weeks before the scheduled shutdown via email to the email address provided by the customer.
The customer must report any malfunctions to Purpose immediately. Fault reporting and resolution is possible Monday through Friday between 9:00 a.m. and 6:00 p.m. (except public holidays in Berlin, which are from 9:00 a.m. to 6:00 p.m. CET/CEST).
Any other statutory claims of the customer against Purpose remain unaffected.

Warranty

Sections 536 et seq. of the German Civil Code (BGB) apply to defects in Green+. Strict liability for defects that existed at the time of conclusion of the contract is excluded.
Purpose assumes no liability for errors within Green+ resulting from changes to the program code by the customer or their agents without Purpose's consent. The customer may prove that the error corrections or other changes made by them or at their instigation are not the cause of the defect. The customer's warranty rights remain unaffected, provided they are entitled to make the modifications within the scope of their right to self-repair under Section 536a, Paragraph 2 of the German Civil Code (BGB), have exercised this right professionally, and have properly documented this.
The customer is obligated to report any defects to Purpose to Green+ immediately, taking into account the customer's suggestions for problem analysis to the extent reasonable and forwarding the information available to Purpose for the purpose of rectifying the defects.
The customer is responsible for ensuring that the data he or she enters is correct, complete and can be processed correctly.

Granting of rights, rights of use

Depending on the services agreed upon, the granting of (required) rights of use and/or other rights is generally governed by the following provisions.

When using the contractual services, the customer is prohibited from doing the following:
- copy, translate, disassemble, decompile, reverse engineer, or otherwise modify the Software or SaaS or the Documentation (unless permitted by mandatory law), in whole or in part, or create derivative works thereof; the Documentation may be copied and/or reproduced for internal use to the extent necessary;
- the use of the software or SaaS or IaaS in a manner that violates applicable law, in particular the transmission of information and data that is illegal or infringes the intellectual property rights of third parties; and
- to endanger the operation or security of the software or to otherwise impair and/or circumvent it.
- Otherwise, Sections 69d (2) and (3) and 69e of the Copyright Act apply.

Copyright notices, serial numbers and other features used to identify the program may not be removed or modified from the software.
The customer is responsible for monitoring the use of the contractual services and is obliged to immediately notify Purpose in writing of any use that goes beyond the contractual agreements, in particular if the agreed usage volume is exceeded.

Customer’s duty to cooperate; indemnification

The customer must, to the extent reasonable, observe the relevant instructions provided by Purpose in relation to descriptions, limitations, fault detection and fault reporting and, if necessary, clarify these instructions and questions as precisely as possible with the assistance of competent employees.
The customer must back up their data regularly. They must also install an up-to-date virus protection program on their computer and perform regular virus scans.
The customer and his employees, who are to be instructed accordingly, are obliged to ensure access
To prevent unauthorized access to the software by taking appropriate measures.
The customer undertakes to notify us immediately in writing of any changes to his personal data, such as changes to his name, legal form, bank details, email address or contractual basis.
The customer warrants that the content and data stored on Purpose's servers, as well as their use and provision by Purpose, do not violate applicable law, official orders, third-party rights, or agreements with third parties. The customer will indemnify Purpose against any claims asserted by third parties due to a violation of this clause upon first request.
The customer is responsible for ensuring that the information provided is correct.

Liability

Purpose is liable in accordance with the statutory provisions for damages to the customer,
1. which were caused intentionally or through gross negligence by Purpose or its vicarious agents,
2. are the result of the absence of a guaranteed quality of the service,
3. which are based on a culpable breach of essential contractual obligations (see section 8.2),
4. which are the result of a culpable injury to health, body or life, or
5. for which liability is provided for under the Product Liability Act and/or other mandatory liability provisions.
6. In the event of a merely slightly negligent breach of a material contractual obligation (see Section 8.2), Purpose's liability is limited to such damages that could typically and foreseeably be expected in the context of the provision of the agreed services. This limitation does not apply to damages resulting from injury to health, body, or life, or resulting from the non-existence of a guaranteed quality of the service.
Essential contractual obligations are those contractual obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the customer can regularly rely and whose breach, on the other hand, would jeopardise the achievement of the purpose of the contract.
Furthermore, the liability of Purpose and its vicarious agents is excluded regardless of the legal basis.
In the event of a loss of data for which Purpose is responsible, Purpose shall only be liable for such damages that would have occurred despite regular data backups that are appropriate in view of the nature of the data, the risk of loss and the impending consequences of a data loss.

Retention of title

If the customer purchases products (such as Energy Light Report(s) or other reports, evaluations, graphic or textual representations), these remain the property of Purpose until full payment is made. In the event of a resale of Purpose products, the retention of title extends to the purchase price claim.

Late payment

If the customer defaults on their payment obligations, Purpose is entitled to refuse to provide its services after prior notice to the customer in text form (Section 126b of the German Civil Code, e.g., by email); this also includes blocking the customer's access to Purpose's services. If the customer's default relates only to a partial payment, Purpose may not refuse its services to the extent that such refusal would violate good faith under the circumstances, in particular due to the relatively insignificant amount of the outstanding amount. In the event of a justified refusal of service by Purpose due to late payment, the customer remains obligated to pay the agreed monthly fees.
If the customer
1. for two consecutive months with the payment of the respective monthly fees or
2. for a period extending over more than two months, with the payment of remuneration in an amount equal to the agreed remuneration for two months
in default, Purpose is entitled to terminate the contract without notice.

Research / Development, Product Improvement, Product Safety, Product Quality

To the extent permitted by applicable law, Purpose reserves the right to process its customers' data collected and processed in the course of providing services and/or services in a depersonalized form for the purposes of research, product development and product improvement, product and IT security, and to ensure product and service quality. "Depersonalized" means that data can no longer be directly traced back to customers, customer employees, and/or individual reviews/assessments. For this purpose, Purpose may process data to generate "depersonalized" data sets, which are then used to improve Purpose's products and services.

Data protection and confidentiality

Purpose provides services in compliance with applicable data protection and/or telecommunications regulations. Further information and notices regarding data protection can be found under the "Data Protection" link.

Final provisions

German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods, even in cross-border deliveries. If the customer is a consumer, the mandatory consumer protection provisions applicable in the country in which the customer has their habitual residence also apply, provided that these provide the customer with additional protection.
If the customer does not have a general place of jurisdiction within the European Union or is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all claims and legal disputes arising from the contractual relationship is Berlin. Purpose is also entitled to file legal action at the customer's respective registered office.