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TERMS OF USE

SOFTWARE PLATFORM CARBON+ALT+DELETE

Latest update: January 6, 2025

Please read these terms of use (theTerms of Use) carefully before using the Carbon+Alt+Delete Software Platform. By clicking the “I agree” button, you agree that your use of the Software Platform will be governed by these Terms of Use. You hereby state that these Terms of Use are in English, that you understand the content and agree to these Terms of Use. If you do not agree to any provision of these Terms of Use, you may not access and use the Software Platform in any manner.

These Terms of Use describe the terms and conditions under which users (User(s), youoryour) can use the Software Platform. The access to and use of the Software Platform is subject to acceptance without modification of all terms and conditions as contained in these Terms of Use.

The Software Platform is operated and managed by Carbon+Alt+Delete, a private limited liability company, registered with the Crossroads Bank for Enterprises under company number 0757.689.269 (Carbon+Alt+Delete). If you have any questions about the Software Platform or these Terms of Use, please contact Carbon+Alt+Delete directly via[email protected].

Article 1: Definitions

Company Account: The company account through which the User gains lawful access to the Software Platform.

Controller: A natural or legal person who determines the purpose and means of the processing of Personal Data.

Customer:The company that entered into a direct agreement with Carbon+Alt+Delete to use its Software Platform, including the use of the Software platform for clients of the Customer.

Data:means (i) any content, data, information or material provided or submitted by the User or on its behalf to Carbon+Alt+Delete in the course of utilizing the Software Platform, and (ii) any content, data, information or material that is collected or generated by the Software Platform that result from queries made by the User.

Personal Data:Any information about a natural person that can be used directly or indirectly to identify this person, such as a name, an identification number, location data, an online identifier or one or more elements characteristic of the identity of that natural person.

Processor: A natural or legal person who processes Personal Data on behalf of the Controller.

Software Platform: Web-based platform, developed, owned and commercialized by Carbon+Alt+Delete, to calculate and reduce the carbon footprint of companies, including but not limited to all developed source code and databases.

User:Any person with access to the Software Platform of Carbon+Alt+Delete.

Article 2: Applicability

These Terms of Use govern the use and access of the Software Platform of a User, as well as all persons a User represents or has lawfully offered permission to use and access the Software Platform. The Terms of Use also govern the content, information and services, provided through the Software Platform.

Each time you access and use the Software Platform you state and confirm your acceptance and agreement, and the acceptance and agreement of all persons you represent or allow access to, without limitation or qualification, to be bound by these Terms of Use, and you represent and warrant that you have the legal authority to agree to and accept these Terms of Use on behalf of yourself and all persons you represent or allow access. Therefore, the Terms of Use constitute a legally binding agreement between Carbon+Alt+Delete and you. If you do not agree with each provision of these Terms of Use, or you are not authorized to agree to and accept these Terms of Use, you must immediately cease your access and use of the Software Platform.

Each time you access and use the Software Platform, the Terms of Use as they then read will govern your access and use. Accordingly, when you access and use the Software Platform you should check the date of these Terms of Use (which appears at the top of these Terms of Use).

Carbon+Alt+Delete reserves the right at any time, and from time to time, with or without cause, to change, modify or supplement these Terms of Use. Any such modification or changes made will be effective immediately upon Carbon+Alt+Delete making such amendments or changes available and providing notice thereof. You agree that your continued use of any of the Software Platform after such changes or amendments constitutes your acceptance of such changes.

Article 3: Use of the Software Platform

The Company Account through which you lawfully accessed the Software Platform allows you to use the Software Platform, to integrate certain (external) data sources in order to to calculate and reduce the carbon footprint of a company or organisation, and modify dashboards in order to get actionable insights from this data.

To use the Software Platform, your device requires a WIFI or (mobile) internet connection. The access to such WIFI or (mobile) internet connection is your sole responsibility. Please make sure that your (mobile) device meets the minimum system requirements. If your (mobile) device does not meet these minimum system requirements, Carbon+Alt+Delete cannot ensure that the Software Platform will function properly. Carbon+Alt+Delete will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Unless such use has been expressly approved in writing by Carbon+Alt+Delete, the User acknowledges and agrees that any use of the Software Platform outside or beyond the what is allowed according to these Terms of Use will entitle Carbon+Alt+Delete to immediately terminate or suspend the Company Account, without any formalities being required and without prejudice to any other right or remedy available to Carbon+Alt+Delete. Carbon+Alt+Delete reserves the right to make, in its sole discretion, changes and updates to the Software Platform from time to time without prior notification to the User.

The User agrees to use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software Platform, and will notify Carbon+Alt+Delete promptly in writing of any such unauthorized use which the User may become aware of.

Article 4: Restrictions on use of the Software Platform

The User agrees to use the Software Platform only for its intended use as set forth in these Terms of Use. The User agrees to comply with all laws, rules and regulations applicable to the use of the Software Platform. You will be solely responsible for maintaining the confidentiality and security of your Company Account login information such as your password and will be fully responsible for all activities that occur under your Account. You agree to immediately notify any unauthorized use or suspected unauthorized use of your account or any other breach of security and at the latest within twenty-four (24) hours. Carbon+Alt+Delete will not be liable for any loss or damage arising from your failure to comply with the above requirements.

The User agrees that it will not itself or through any parent, subsidiary, affiliate, agent, (sub)contractor or other third party:

(i) use the Software Platform otherwise than for the use permitted in article 3 of the Terms of Use;

(ii) provide, make available to, license, sub-license, sell, re-sell, rent, lease, transfer, distribute or permit individuals other than the Users to use the Software Platform, either in whole or part;

(iii) copy, modify or create derivative works of the Software Platform;

(iv) decompile, disassemble, reverse engineer or attempt to derive, reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software Platform by any means whatsoever, or disclose any of the foregoing except to the extent expressly permitted by applicable law;

(v) encumber any lien or security interest on the Software Platform;

(vi) use the Software Platform in an environment not expressly permitted under the Terms of Use or use the Software Platform in any way that (i) is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity or (ii) violates or infringes upon the rights of a third party, including those pertaining to contract, intellectual property, privacy, or publicity;

(vii) circumvent any technical or other protective measures or limits (including any account limits, user limits, functionality limits or view restrictions) embedded in the Software Platform; and

(viii) perform any act or fail to perform any act the omission of which infringes, misappropriates, or otherwise violates any Intellectual Property Rights of Carbon+Alt+Delete or violates any applicable law.

No express or implied license or right of any kind is granted to the User regarding the Software Platform or any part thereof, including but not limited to any right to obtain possession of any source code, data or other technical material relating to the Software Platform.

Carbon+Alt+Delete may terminate, suspend or limit with immediate effect your right to access and use of the Software Platform if Carbon+Alt+Delete believes or has reasonable grounds to suspect that you are violating these Terms of Use.

Article 5: Use of the emission factor datasets

Carbon+Alt+Delete offers access to various emission factor datasets through its Software Platform. The terms and conditions related to the sub-licensing of those emission factor datasets shall be deemed to have been accepted by the User as part of the Terms of User. The following emission factor datasets are sub-licensed through the Software Platform:

The User has a non-exclusive, non-transferable, limited, revocable right to use the emission factor datasets on the Software Platform to create an unlimited number of carbon emission data points and reports. However, the User has no right to sell, distribute, scrape, disseminate, publicly display, reproduce, or re-use the emission factor data in any other product or service outside the Software Platform, unless expressly allowed by the terms and conditions of the respective emission factor datasets.

Carbon+Alt+Delete is not responsible for the validity and integrity of the emission factor datasets it sublicenses. It is the responsibility of the User to verify and assess the validity and integrity of the emission factor datasets, and to decide whether or not it fits for the intended use.

Article 6: Intellectual property

Intellectual property rights means any and all now known or hereafter existing (i) patents, patent applications, patent disclosures and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, internet domain names, registrations and applications for registration thereof together with all of the goodwill associated therewith, (iii) copyrights and copyrightable works, including mask works, and registrations and applications thereof, (iv) computer software programs, including source code and object code, databases and documentation thereof, (v) trade secrets and other confidential information, including ideas, formulas, compositions, inventions, improvements, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, blueprints, flowcharts, schematics, protocols, programmer notes, designs, design rights, developments, discoveries, plans, business plans, proposals, technical data, financial and marketing plans and customer and supplier lists and information, and (vi) all other forms of intellectual property.

All Intellectual Property Rights relating to the Software Platform shall remain the exclusive property of Carbon+Alt+Delete and shall under no circumstances be transferred to the User. The User will obtain no right, title or interest therein other than expressly set forth in these Terms of Use.

Carbon+Alt+Delete’s logo, trademarks and product names associated with the Software Platform may not be used without Carbon+Alt+Delete’s prior written consent.

In the event that, notwithstanding any prohibition thereto, the User modifies, improves or creates derivative works of or from the Software Platform or any part thereof (the Improvements),Carbon+Alt+Delete shall immediately and irrevocably own all right, title and interest, including any and all Intellectual Property Rights, in and to such Improvements and the User hereby assigns any rights (including any Intellectual Property Rights) in such Improvements to Carbon+Alt+Delete and agrees to secure any additional confirmations, assignments or other instruments or documents as may be necessary to vest title to any such Improvements in Carbon+Alt+Delete as contemplated by this article. No amount shall be payable by Carbon+Alt+Delete to the User for the assignment of any rights in Improvements.

The User agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Software Platform.

Article 7: Data 

All Data submitted by the User on or through the Software Platform will remain the sole and exclusive property of the User. Carbon+Alt+Delete will not use the Data for any purpose other than to provide the Software Platform.

The User grants Carbon+Alt+Delete a non-exclusive, royalty-free, worldwide, non-sublicensable, non-transferable, revocable license to use, copy, store, modify, transmit and display the Data to the extent useful or necessary to provide the Software Platform.

Carbon+Alt+Delete reserves the right, but is not obliged, to review and remove any Data which are deemed to be in violation with (i) the provisions of these Terms of Use or otherwise inappropriate, (ii) any rights of third parties, or (iii) any applicable legislation or regulation.

The User shall in its sole discretion be entitled to cease any access to, remove, process and/or modify Data and make such Data available to other Users.

The User agrees that Carbon+Alt+Delete may collect, use, and disclose quantitative data on usage and carbon emission reporting on the Software Platform, and this for product analysis, industry analysis, benchmarking and other analytics purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify the User or contain any Personal Data.

Article 8: Representations and warranties

Except as expressly set forth in this article and to the maximum extent permitted by applicable law, the Software Platform is provided “AS IS”. The express warranties set forth in this article are the only warranties made by Carbon+Alt+Delete with respect to the Software Platform or any materials or services provided by Carbon+Alt+Delete in connection with the Terms of Use. Carbon+Alt+Delete makes no (and hereby disclaims all) other warranties, covenants or representations or conditions, either written, oral, express or implied, including without limitation any implied warranties of merchantability, suitability and fitness for a particular purpose or use with respect to the use, misuse or inability to use the Software Platform (in whole or in part) or any other products or services provided by Carbon+Alt+Delete. Carbon+Alt+Delete makes no warranty with respect to any hardware, software or product of any third party. All use of and reliance by the User on the Software Platform provided by Carbon+Alt+Delete are at the sole risk of User. Carbon+Alt+Delete does not guarantee the accuracy and the correctness of the results generated by the Software Platform, given that those results depend on the Data inputted in the Software Platform.

Noting that the Software Platform and the services provided by Carbon+Alt+Delete under this Terms of Use are subject to technological change, Carbon+Alt+Delete represents and warrants to the User that:

(i) the services provided under this Terms of Use shall be carried out in a proper and professional manner by properly qualified personnel;

(ii) Carbon+Alt+Delete undertakes all efforts to deliver performance in accordance with the then current state of the art;

(iii) Carbon+Alt+Delete commits to making its best efforts and will apply market best practices to ensure the availability, authenticity, integrity and confidentiality of data in connection with the performance of this Terms of Use;

(iv) Carbon+Alt+Delete will promptly notify the User of any changes that may have a material impact that will affect the provision of the Software Platform or services provided by Carbon+Alt+Delete under this Terms of Use; and

(v) to the best of Carbon+Alt+Delete ’s knowledge, the Software Platform does not contain any virus and Carbon+Alt+Delete shall not knowingly program into any of the Software Platform any virus or other software routine designed to permit any unauthorized access.

Article 9: Liability

Carbon+Alt+Delete and its directors, affiliates, subsidiaries, contractors, agents, representatives and employees and providers will not be liable to you or any other person for any loss or damages suffered by you or any other person as a result of any failure or refusal by Carbon+Alt+Delete to give effect to, or for any failure or delay by Carbon+Alt+Delete in receiving, accessing, processing or accepting, any communication sent to Carbon+Alt+Delete by means of the Software Platform or email, or for any loss or damages suffered as a result of the operational failure, malfunction, interruption, change, amendment or withdrawal of the Software Platform or email services, or for any damages in connection with the Software Platform or any content.

Carbon+Alt+Delete does not and cannot review all the content and material, including software, uploaded, downloaded, posted, emailed, analyzed or otherwise transmitted on or through the Software Platform. You expressly agree that use of the Software Platform, including all content, data or software distributed by, downloaded or accessed from or through the Software Platform, is at your sole risk. You acknowledge that Carbon+Alt+Delete does not control in any respect any information, products, or services offered by third parties on or through the Software Platform.

To the fullest extent permitted by law, Carbon+Alt+Delete nor its directors, affiliates, subsidiaries, contractors, agents, representatives or employees or providers will under any circumstances (unless in case of gross negligence or willful misconduct) be liable to you or any other person for any loss of use, loss of production, loss of income or profits (anticipated or otherwise), loss of markets, economic loss, special, incidental, indirect or consequential loss or damage or exemplary or punitive damages, whether in contract, tort, negligence, strict liability, or under any other theory of law or equity, arising from, connected with, or relating to the use of the Software Platform by you or any other person, and regardless of any negligence or other fault or wrongdoing nor awareness of the possibility of loss or damages, by Carbon+Alt+Delete or its directors, affiliates, subsidiaries, contractors, agents, representatives and employees and providers.

Article 10: Third party claims

You agree to indemnify, defend and hold harmless each of Carbon+Alt+Delete and its directors, affiliates, subsidiaries, contractors, agents, representatives and employees and providers and all of their respective franchisees, partners, agents, directors, officers, employees, information providers, service providers, suppliers, subcontractors, licensors and licensees, and all other related, associated, or connected persons (collectively, theIndemnified Parties) from and against any and all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by the Indemnified Parties in connection with any claim or demand arising out of, related to, or connected with your use of the Software Platform, your uploads, downloads, posts, emails, analyses or otherwise transmissions of Content or information or your breach of these Terms of Use. You will assist and cooperate as fully as reasonably required by the Indemnified Parties in the defense of any claim or demand.

Article 11: Service levels

CUSTOMER SUPPORT.The User can contact Carbon+Alt+Delete by email to[email protected]. Carbon+Alt+Delete commits to providing an initial response to support inquiries within one (1) working day detailing the next steps and an estimated resolution timeframe based on the severity of the issue.

SOFTWARE PLATFORM AVAILABILITY.Carbon+Alt+Delete will make reasonable efforts to ensure the availability of the Software Platform in accordance with the agreed service levels. The target availability is set at 99,9% uptime per calendar month. This excludes scheduled maintenance, and any events defined as force majeure under this Terms of Use. Carbon+Alt+Delete will monitor platform availability and promptly notify the User of any incidents impacting availability.

SCHEDULED MAINTENANCE.Temporary unavailability of the Software Platform as a result of maintenance by Carbon+Alt+Delete will take place outside office hours. Carbon+Alt+Delete undertakes to inform the User hereof by email at least two (2) working days in advance, including the expected duration.

UNPLANNED DOWNTIME.In the event of unplanned downtime or critical incidents, Carbon+Alt+Delete will:

(i) immediately notify the User of the incident, including details of the cause, status, and expected resolution timeline;

(ii) provide regular updates on the progress of the resolution process until the incident is fully resolved;

(iii) implement robust measures to mitigate risks and prevent recurrence.

UPDATES AND REVISIONS.Carbon+Alt+Delete reserves the right to update or revise the service level descriptions as needed.

Article 12: Hosting

Carbon+Alt+Delete hosts the Software Platform on Amazon Web Services (AWS). Carbon+Alt+Delete hosts within the European Union. The Software Platform is hosted in the Paris AWS region (location: Paris / France / Europe – AWS region: eu-west-3).

Article 13: Confidential information

The User and Carbon+Alt+Delete will cooperate within the framework of the Terms of Use. During this collaboration, the User and Carbon+Alt+Delete will exchange confidential information, such as technical, operational, financial or business information. Confidential information is information that is identified as such or that by its nature should be regarded as such. Confidential information can be shared in both directions, with the disclosing party providing information to the receiving party.

The following information is not considered confidential information: (i) information that is publicly known or becomes publicly available through no fault of the receiving party; or (ii) information obtained by the receiving party through a third person without violating any obligation of confidentiality to anyone; or (iii) information made public without reservation by the disclosing party; or (iv) information that is required to be disclosed pursuant to a government order or pursuant to the application of law, provided that the receiving party notifies the disclosing party immediately. Personal Data, even if it can be considered confidential information, is managed in line with the provisions of the respective article in the General Terms on Data processing.

The User and Carbon+Alt+Delete undertake to treat confidential information in strict confidence and in particular not to disclose it to third parties unless the prior written consent of the disclosing party has been obtained. The User and Carbon+Alt+Delete will only disclose the confidential information to their employees and collaborators insofar as this is strictly necessary for the execution of the Terms of Use and insofar as their employees or collaborators have signed a confidentiality agreement or are subject to statutory or contractual confidentiality obligations at least as strict as those contained in this Terms of Use. The User and Carbon+Alt+Delete will not use the confidential information for themselves or for the benefit of third parties except for the performance of the Terms of Use.

Article 14: Data protection and processing

GDPR.Insofar as Personal Data is processed in the context of the performance of the Terms of Use, Carbon+Alt+Delete undertakes to process this in accordance with the European Regulation 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation” or “GDPR”) and the Belgian law of July 30, 2018 on the protection of natural persons with regard to the processing of personal data.

CONTROLLER.The User acts as Controller In this regard. The Controller is responsible for the Personal Data provided to Carbon+Alt+Delete.

PROCESSOR.Carbon+Alt+Delete, in this case the Processor, processes the Personal Data only on behalf of the Controller. The Processor may only process the Personal Data in accordance with the written instructions of the Controller and in compliance with article 28 of the General Data Protection Regulation.

LOCATION OF PROCESSING.All Personal Data and Consumer Data is processed within the EU.

DATA SUBJECT.The Processor may process the Personal Data of the following data subjects for the sole purpose of executing its obligations under this Terms of Use: Users who have been enabled to use the Software Platform.

The Processor can process the following data from these data subjects: first name, last name, email address, account details, user behaviour and personal carbon emission data (such as transport data and others).

The Processor can process this Personal Data on the basis of the following legal grounds: executing a Terms of Use between the Processor and the Controller whereby the data subjects gain access to the Software Platform of the Processor.

The Controller shall facilitate the exercise of data subject rights and shall ensure that adequate information is provided to data subjects about the processing hereunder in a concise, transparent, intelligible and easily accessible form, using clear and plain language. The Controller ensures that the Personal Data of the data subject(s) have been obtained in a valid manner and that he has obtained the consent of the data subject(s) for the processing. The Processor does not verify the validity of the consent and can therefore not be held liable for any fraudulent acts by the Controller.

TECHNICAL AND ORGANIZATIONAL MEASURES.The Processor has taken legal and technical precautions to avoid unauthorized access to and use of Personal Data. The Processor provides appropriate technical and organizational measures to protect the Personal Data. These measures include the following:

(i) the prevention of unauthorized persons from gaining access to systems processing Personal Data (physical access control);

(ii) the prevention of systems processing Personal Data from being used without authorization (logical access control);

(iii) ensuring that persons entitled to use a system gain access only to such Personal Data as they are entitled to accessing in accordance with their access rights, and that, in the course of processing, Personal Data cannot be read, copied, modified or deleted without authorization (data access control);

(iv) ensuring the establishment of an audit trail to document whether and by whom Personal Data have been entered into, modified in, or removed from systems processing Personal Data (entry control);

(v) ensuring that Personal Data that is processed is processed solely in accordance with the instructions (control of instructions);

(vi) ensuring that Personal Data is protected against accidental destruction or loss (availability control);

(vii) ensuring that Personal Data collected for different purposes can be processed separately (separation control).

Furthermore, the Processor will take the necessary technical and organizational measures to ensure the availability, authenticity, integrity and confidentiality of data. The Processor will have in place, and regularly test, a business continuity plan to ensure the continuity and recovery of the Software Platform.

In any event, the implemented technical and organizational measures shall ensure a level of security appropriate to the risks represented by the processing and the nature of the Personal Data to be protected, taking also into account the state of technology and the cost of their implementation.

DATA BREACH.In the event of a Personal Data Breach and irrespective of its cause, the Processor shall notify the Controller without undue delay.

SUBPROCESSORS.The Processor uses the following sub-processors for the performance of its services:

  • Amazon Web Services for hosting (location: Paris / France / Europe – AWS region: eu-west-3):data protection policy
  • Amazon Web Services S3 for file storage (location: Paris / France / Europe – AWS region: eu-west-3):data protection policy;
  • Amazon Web Services SES for email service (location: Frankfurt / Germany / Europe – AWS region: eu-central-1):data protection policy;
  • Amazon Web Services Location Services for geo-positioning, routing and distance calculations (location: Frankfurt / Germany / Europe – AWS region: eu-central-1):data protection policy;
  • Amazon Web Services Bedrock for generative AI services (location: Paris / France / Europe – AWS region: eu-west-3):data protection policy;
  • Hotjar for user experience tracking (location: Dublin / Ireland / Europe – AWS region: eu-west-1):data protection policy;
  • Sentry for incidence tracking (location: Frankfurt / Germany / Europe – AWS region: eu-central-1):data protection policy.

DELETION AND RETURN OF PERSONAL DATA.After termination of the access for the User, the Processor is obliged to return the Personal Data provided by the Controller within thirty (30) days (or to give the Controller the opportunity to obtain this data digitally). Any remaining (copies of) Personal Data and/or backups must be destroyed by the Processor within ninety (90) days, unless storage of the Personal Data is required by EU or applicable national laws.

Article 15: Miscellaneous

Force Majeure.Carbon+Alt+Delete will not be liable for any failure or delay in the performance of its obligations with regard to the Services if such delay or failure is due to causes beyond our control including by not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, pandemics, telecommunications, network, computer, server or Internet downtime, cyber-attacks, unauthorized access to Carbon+Alt+Delete’s information technology systems by third parties or any other cause beyond the reasonable control of Carbon+Alt+Delete (theForce Majeure Event).

Assignability.You may not assign or transfer these Terms of Use or any rights or obligations to any third party. Carbon+Alt+Delete will be free to (i) transfer or assign (part of) its obligations or rights under the Terms of Use to one of its affiliates and (ii) to subcontract performance or the support of the performance of these Terms of Use to its affiliates, to individual contractors and to third party service providers without prior notification to the User.

Severability.If a court of competent jurisdiction determines any provision, or any portion of these Terms of Use to be unenforceable or invalid, then such provision shall be deemed limited to the extent that such court deems it valid or enforceable and the remaining provisions of these Terms of Use shall nevertheless remain in full force and effect. The Parties agree in such case to start good faith negotiations in order to substitute such invalid or unenforceable provision by a like provision to accomplish the intent of Parties to the extent permitted by applicable law.

Applicable law and jurisdiction.These Terms of Use will be exclusively governed by and construed in accordance with the laws of Belgium, without giving effect to any of its conflict of law principles or rules. Any dispute with respect to the validity and/or interpretation of these Terms of Use will be finally settled by the competent courts of Antwerp, division Antwerp, Belgium.