Celsia Terms of Service
These terms (the "Terms") govern the Customer's access to and use of Celsia's Services as identified in a Subscription Form. Celsia permits the Customer to access, use, and/or receive the Services only in accordance with the terms of this Terms. By accepting these Terms, either by clicking a box indicating your acceptance or by executing a Subscription Form that references these Terms or relates to the Services, you agree to the terms of these Terms, including all terms incorporated by reference. If you are entering into these Terms on behalf of a company, a group of companies, government agency, or other legal entity, you represent that you have the authority to bind such entity and its Affiliates to the Terms. If you do not have such authority, or if you do not agree with the terms and conditions of the Terms, you must not accept these Terms and may not subscribe for and access the Services.
Overview of Terms
This Terms references the following online terms and documents:
Order of Precedence
This Terms shall take precedence over any:
- Conflicting terms and conditions received from one of the Parties; and
- Conflicting terms and conditions found in other Terms entered into by the Parties online that relate to the subject matters covered by these Terms, with the exception of the Subscription Form.
In the event of any inconsistencies between the main body of this Terms and any of its online terms, the main body shall prevail, except for the Data Processing Agreement.
Data: Any and all data which Customer submits to Celsia as part of Customer's use of the Services.
Data Processing Terms: The Terms between Celsia and Customer regulating the Parties' processing of personal data.
Intellectual Property Rights: All rights of industrial or intellectual property including, inter alia, (i) processes and technology (whether patentable or not); (ii) know-how, trade secrets, business models, and other Confidential Information; (iii) copyrights and other authors' rights (e.g., in computer software, code, and documentation), design rights (whether registered or unregistered), database rights, and technical information of all kinds; (iv) trademarks (whether registered or unregistered), trade names, and domain names; and (v) other rights of a similar kind whether registered or unregistered.
Fees: The fees charged by Celsia for the Services, as set out in the Subscription Form, which may be subject to changes from time to time in accordance with the Terms.
Reports: The score sheets and reports that are generated by Customer's use of the Services which assess Customer's compliance levels with the EU taxonomy.
Services: Celsia's sustainability software named "Celsia" as further described on our websites here.
Subscription Fees: The fees, as set out in the Subscription Form, for the standard Services without any additional features.
Subscription Form: The online or physical subscription form or other ordering document or Terms, specifying the Services to be provided hereunder that is entered into between Customer and Celsia, including any addenda and supplements thereto, and which shall constitute an integral part of this Terms. For the avoidance of doubt, Customer's subscription confirmation within the Services platform shall be considered a "Subscription Form" for the purposes hereof.
Party: Celsia and/or Customer, jointly they shall be referred to as the Parties.
Third Party: Any third party, whether a legal entity or physical person.
Third Party Terms: Any applicable terms and conditions or other Terms governing the access and use of Services which are provided by third parties.
Term: The period for which the Terms will be in force. The applicable Term will be set out in the Subscription Form as Service period.
User: An individual end-user using the Services.
User Data: The data which Customer and/or User uploads to the Services.
User Terms: Celsia's end-user terms from time to time in effect and available on our websites here.
Access to and Use of the Services
Right to Use the Services
Subject to Customer's continued compliance with the terms of the Terms and the timely payment of applicable fees, Celsia grants Customer, for the duration of the Term, a limited, revocable, non-transferable and non-sublicensable license to access and use the Services for the purposes of measuring and reporting on Customer's sustainability in accordance with applicable EU legislation. The aforementioned right also includes the right to utilize the various tools and features that are embedded in the Services, as made available by Celsia from time to time.
The aforementioned right to use the Services only as it is provided by Celsia and does not, under any circumstances, grant Customer:
User Onboarding and User Terms
Customer will be granted User access accounts to the Services in accordance with Celsia's onboarding procedure. Customer is responsible for ensuring that its Users have the relevant expertise, knowledge, and training to use the Services in accordance with the Terms, and shall at all times keep a record of all Users who have access to the Services.
Customer shall (and shall procure that its Users shall) use and access the Services only for the intended purposes as permitted by: (a) the Terms, (b) applicable laws and ( c) the at all time effective version of the User Terms (if applicable).Customer is solely responsible for all Data uploaded and shared with Celsia as part of Customer's use of the Services. Celsia does not endorse the correctness of the Data. Customer will, to the greatest possible extent permissible under applicable law, indemnify and hold Celsia and its licensors harmless from and against any Third Party claim arising out of, or in connection with Customer's User's use of the Services and other claims asserting that Customer's Data violates any Third Party rights or applicable laws, including any loss, costs, and expenses arising out of such Third Party claim.
Customer is responsible for its Users, and Celsia shall have no liability for any act or omission, including any loss incurred by any other Customer or Third Party resulting from the Users' use of the Services.
Terms Applicable to Third Party Components
Software, services, or other components included in the Services which are provided by third parties (if any) are subject to Third Party Terms. These Third Party Terms shall be binding on the Partner, and may be changed or updated by the third parties in question from time to time in accordance with their respective terms and conditions.
Suspension of Services
Celsia may suspend any or all of the Services if Customer fails to meet the obligations set out in these Terms or any applicable laws or regulations or if otherwise deemed necessary by Celsia in its reasonable opinion. If the circumstances so permit, Celsia shall give Customer reasonable advance notice of suspension.
The Parties shall attempt to resolve any issues that have caused a suspension before terminating the Terms. If the reason for the suspension can be rectified, Celsia shall give Customer reasonable time.
The suspension of Services does not affect Celsia's other rights or remedies pursuant to the Terms.
In consideration of the Services, the Customer shall pay to Celsia the Subscription Fees and any other fees (together the "Fees") as set forth in each Subscription Form. All prices are exclusive of any taxes, and Customer shall be responsible for all taxes relating to Customer's use of the Services.
Unless otherwise set forth in the applicable Subscription Form, all invoices issued by Celsia to the Customer shall fall due for payment fourteen (14) days from the date set out in the invoice. If the Customer does not pay within the agreed time, Celsia shall be entitled to interest on any overdue amount in accordance with Act no. 100 of 17 December 1976 concerning interest on late payments, etc. (the Norwegian Interest Act).
Celsia may modify prices for access to the Services from time to time. Any price adjustments pertaining to existing Services will be effective from the beginning of your next subscription period. Your continued use of the Services constitutes your acceptance of the price change. If you do not agree with the price changes, you have the right to reject the change by cancelling your subscription prior to your next subscription period renewal.
The Services delivered by Celsia rely on Data shared by Customer. This Data is collected, stored and processed and/or analysed by Celsia as is necessary in order to provide the Services.
Ownership and Licence Grant
Customer shall retain full ownership of Customer Data transmitted to Celsia, or to which Celsia otherwise gains access to in the course of provisioning the Services, to the extent this Customer Data is not anonymized, modified, or otherwise processed in a manner that makes the Customer Data inextricable. The preceding shall not take precedence over any Intellectual Property Rights according to section 7.
Notwithstanding the foregoing, Celsia is the exclusive owner of all other data stored, transmitted or otherwise processed by Celsia in its provision of the Services (including metadata). Celsia is the exclusive owner of any results of the processing of this data. To the extent permissible under applicable and subject to the restrictions set out in this Terms, Celsia reserves all rights to exploit, sell, use, and commercialize data that is or becomes Celsia's property.
Customer hereby grants to Celsia a free of charge, non-exclusive and world-wide license to use the Customer Data for the purposes of (i) providing, maintaining, and updating the Services, as further described herein, (ii) preventing or addressing service, security, support or technical issues and (iii) as required by law or as permitted by Celsia’s Data Processing Agreement. For clarity, the foregoing license includes a right for Celsia to use aggregated and anonymized data that is derived from Customer's Data for Celsia's internal business purposes.
Customer hereby represents and warrants that it has the right and authority to disclose the Customer Data to Celsia in accordance with these Terms, and that such disclosure by Customer does not violate any applicable laws or regulations.
Processing of Personal Data
To the extent the Data comprises personal data pursuant to the General Data Protection Regulation (GDPR) Article 4, or if Celsia processes any such personal data on behalf of Customer, the provisions of the Data Processing Agreement shall apply.
These Terms do not change the ownership of Intellectual Property Rights and licensing rights that existed prior to these Terms, or which are subsequently acquired or otherwise obtained by a Party without connection to these Terms.
Notwithstanding the foregoing, Customer grants to Celsia a non-transferable, non-exclusive and limited license to access and use Customer's Intellectual Property Rights and any parts thereof to the extent necessary to perform the Services on behalf of Customer.
Intellectual Property Rights to Reports
All Intellectual Property Rights to the Reports are the sole property of the Customer. Notwithstanding the foregoing, the Customer grants Celsia a perpetual, non-exclusive, irrevocable, world-wide, royalty-free license to use any Reports for Celsia's own internal business affairs, such as generating aggregated or anonymized statistics on how Celisa's customers use and interact with the Services.
Intellectual Property Rights to the Services
All rights, titles, and interest, including all Intellectual Property Rights, in and to the Services, including any modifications or further developments of the Services, whether such modifications or further developments of the Services are based on feedback by the Customer, and any aggregated data concerning the use of the Services, are the sole property of Celsia.
Customer shall inform Celsia of any suspicion of infringement of Intellectual Property Rights that belong to Celsia, as well as claims alleging that the exploitation of such rights infringes Third Parties' rights. Customer shall, to the best of its ability, safeguard the interests of Celsia by, inter alia, assisting Celsia to the extent necessary in cases concerning infringement or alleged infringement of Intellectual Property Rights, and with regard to obtaining and maintaining protection of such rights.
Duty of Confidentiality
The Parties, their employees, and any third parties acting on their behalf are obliged to keep confidential any Confidential Information.
For the purposes of This Terms, "Confidential Information" means the following: documents, records, written material and other copies whether in physical or electronic form, specifications, technical manuals ("Documentation") and other information of Celsia and Customer, respectively, whether disclosed to or accessed by Celsia or Customer in connection with these Terms: (i) any and all information marked or identified as confidential; (ii) with respect to Celsia, all information of Celsia's employees, products, services, customers, beneficiaries, third party contractors and other third parties conducting business with Celsia; (iii) with respect to Customer, all information of Customer's employees, products, services, customers, partners, subcontractors, and other third parties conducting business with the Customer; (iv) any information developed by reference to or use of Celsia's or Customer's information referenced above; and (v) any information which according to applicable law is confidential.
The confidentiality obligation does not apply to: (i) information that is or becomes generally known or readily available to persons within the circles that normally deal with the kind of information in question; (ii) information that already was in the receiving Party's possession prior to the Effective Date of this Terms; or (iii) information developed by a Party independently of this Terms.
A Party may disclose Confidential Information insofar as this is prescribed by law or regulations, pursuant to an order issued by competent authority, or to the extent strictly necessary for a Party to exercise its rights or fulfill its obligations under these Terms.
Confidential Information of the other Party may only be used for the purpose for which the Confidential Information was received, and only to the extent necessary to achieve this purpose.
Duration of the Confidentiality Obligation
The confidentiality obligation shall apply during the Term and for a period of three (3) years thereafter.
Upon termination of these Terms for whatever reason, each Party shall promptly return all documents and other items containing the other Party's Confidential Information, regardless of the media on which the Confidential Information is stored. All Confidential Information that is stored electronically shall be deleted.
Term and Termination / Suspension
These Terms shall commence on the date specified in the Subscription Form (the "Effective Date"), and will continue for as long as the Services, support, or other services are being provided by Celsia to Customer under this Terms.
The Term of the license granted to the Customer pursuant to section 4 shall be set forth in the Subscription Form and shall automatically renew for successive terms equal in duration to the initial license term unless either Party notifies the other Party in writing not less than 30 days before the expiration of the then-current Term that such Party does not wish to renew the Terms.
These Terms may be terminated:
- by either Party on thirty (30) days' prior written notice to the other Party;
- by either Party in the event of a material breach of these Terms by one Party, which, if capable of being cured, is not cured within thirty (30) days of the breaching Party's receipt of written notice of the breach; or
- by either Party with immediate effect on written notice to the other Party, in the event the other Party (i) files or initiates proceedings or (ii) has proceedings filed or initiated against it (and the same is not dismissed within sixty (60) days), seeking liquidation, reorganization or other relief (such as the appointment of a trustee, receiver, liquidation or such other official) under any bankruptcy, insolvency or other similar laws.
Effects of Termination
Upon the expiration or termination of these Terms for whatever reason, the license granted to the Customer pursuant to section 4 shall terminate automatically, and the Customer shall cease any further use of the Services or any parts thereof. Any payments made by Customer in accordance with the Terms shall, once they are paid, not be refundable if Customer terminates the Terms for convenience.
Upon termination of the Terms, Celsia will permanently delete any Customer Data, Intellectual Property Rights, or Confidential Information related to, or owned by, the Customer pursuant to the Terms. The foregoing does not apply if the data has been anonymized, modified, or otherwise processed in a manner that makes it an inextricable and natural part of Celsia's database or other systems.
Any access granted to the Services or any other services is provided on an "as is" and "as available" basis only. Celsia makes no representations or warranties regarding the usefulness or effectiveness of the Services. Nor does Celsia make any representations or warranties that the Services will be uninterrupted, error-free, or that it is completely secure.
The Customer warrants that its employees, representatives, or other parties utilizing the Services on its behalf will use the Services in accordance with these Terms. Any breach by any party utilizing the service on behalf of the Customer shall be considered a breach by the Customer.
Liability and Indemnities
Limitation of Liability
The Party in breach of its obligations under these Terms shall be liable for direct losses in accordance with the general principles of applicable law. Except as provided for in these Terms, neither Party shall, in any event, be liable towards the other for any indirect losses. Indirect losses include, but are not limited to, lost profits of any kind, lost savings, or claims from third parties.
Except for the Customer's liability for payments hereunder, the Parties' total aggregate liability arising out of or relating to these Terms is limited to an amount equivalent to the Fees paid to Celsia by the Customer during the last twelve (12) months prior to the date of the claim, excluding value-added tax (VAT). If the Services have been provided for less than 12 months, the limitation shall be calculated by multiplying the monthly cost of the Services as set out in the price list by twelve (12). The aforementioned limitations shall not apply to losses incurred as a result of gross negligence, willful misconduct, or to the Parties' indemnification obligations under these Terms.
Celsia shall, at its own expense, pay, defend and indemnify and hold harmless Customer from and against all costs, expenses, liabilities, and losses, as incurred, in any way arising from or connected with a Third-Party claim alleging that the Customer's use of the Services infringes any Third Party's Intellectual Property Rights.
The aforementioned indemnity obligation shall not apply to the extent any claim results from or is based on:
- modifications to the Services made by a party other than Celsia or its designee;
- the combination, operation, or use of the Services with Third Party software not approved by Celsia;
- failure to use the most recent version or release of the Services;
- Customer's explicit or written specifications or instructions; or
- use of the Services not in accordance with the Terms.
Customer will indemnify, defend, and hold harmless Celsia against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by reason of any claim, suit, or proceeding ("Claim") arising out of or relating to (i) Data; (ii) Customer's use of the Services; and (iii) Customer's breach of these Terms, including a Claim that assets or purports to be based on Celsia's negligence.
The Customer will indemnify and hold harmless Celsia for any breach by Customer's Users or other parties utilizing the Services on its behalf.
Breach of Terms
The failure by either Party to fulfil any of their obligations pursuant to the Terms in a timely manner shall constitute a breach of these Terms.In case of breach of the Terms by either Party, the non-breaching Party shall have the rights and remedies available to it under applicable law.
If an extraordinary situation outside the control of the Parties should occur, which makes the performance of the obligations under this Terms impossible, and which under applicable law must be classified as force majeure (a "Force Majeure" event), the other Party shall be notified of this as soon as possible. The obligations of the affected Party shall be suspended for as long as the Force Majeure situation prevails. The corresponding obligations of the other Party shall be suspended for the same period. In Force Majeure situations, the other Party may only terminate these Terms with the consent of the affected Party, or by giving fifteen (15) calendar days' notice if the Force Majeure situation prevails for more than ninety (90) calendar days. Each of the Parties shall cover their own costs associated with terminating these Terms pursuant to section 9.3, provided that the Customer shall pay the agreed Fees for the period prior to these Terms coming to an end.
Celsia may freely assign its rights and obligations under these Terms to any third party by providing prior written notice to the Customer.
The Customer may not assign any of its rights and obligations under these Terms to any third party without Celsia