Greenomy legal

Legal

General Terms & Conditions

1. Preamble

These General Terms and Conditions (“GTCs”) govern the Services provided by Greenomy SRL (“Greenomy”) pursuant to the Form signed by the Parties, to which these GTC’s are incorporated by reference. Capitalised terms are defined under Section 16 of these GTCs.

2. Services

2.1 Platform: Extent and limits of the Services

The Services to be provided by Greenomy to the Client, the number of authorised Users and End Clients, the level of support, as well as the right to access the specified Portal(s) are dependent upon the chosen subscription plan and are set out in the Form.  
The Client acknowledges and agrees that the Services are made available as a software-as-a-service. Accordingly, due to the nature of software-as-a-service, the Client is not subscribing to a fixed set of specifications and functionality or the expectation of any future functionality.

2.2 Advisory Services

Greenomy’s Services may also include optional advisory services, consisting of a regulatory watch with access to relevant publications and tailored materials, and advice of Greenomy’s subject-matter experts on any regulatory (e.g. EU Taxonomy, SFDR, CSRD, Green Bond Standards) and sustainability matters. Advisory services, if requested by Client, are tailored to Client’s need pursuant to a statement of work, attached to the Form.

2.3 Term

The Agreement shall commence on the Effective Date and continue for the Term, unless terminated earlier pursuant to the Agreement. The Agreement will be renewed automatically for the same Term, unless terminated,by either Party at least 30 days prior to the end of the Term or otherwise specified in the Form.

3. Obligations

3.1 Greenomy Obligations

3.1.1 Compliance with applicable laws and regulations

Greenomy shall comply with all applicable laws and regulations with respect to the provision of the Services and shall maintain all necessary licences, consents and permissions necessary for the performance of its obligations under the Agreement.

3.1.2 Provision of the Services

During the Term, Greenomy shall provide the Services in accordance with the Agreement and using industry standard care and skill.

3.1.3 Subcontractors

Greenomy uses subcontractors for the performance of the Services. Greenomy is responsible to the Client for the services performed by a subcontractor. To the fullest extent possible under applicable law, no subcontractor will have any liability to the Client and the Client will not bring any claim in any way in respect of or in connection with the Agreement against any subcontractor.

3.1.4 Availability of the Services

Access to the Platform is granted 24 hours a day, 7 days a week in accordance with and subject to the Service Level Agreement.

3.1.5 Support

Greenomy shall comply with all applicable laws and regulations with respect to the provision of the Services and shall maintain all necessary licences, consents and permissions necessary for the performance of its obligations under the Agreement.

3.2 Client Obligations

3.2.1 Use of the Services

The Client shall use and shall procure that the Users and End Clients use the Services, during the Term, in accordance with the Agreement and in respect of all applicable laws.

3.2.2 Client responsibilities

The Client shall be responsible for:
ensuring it has appropriate infrastructure to access and use the Services;
any breach of the Agreement by a User or End Client;
compliance with all applicable laws and regulations with respect to its activities under the Agreement;
ensuring that no other user or entity but the authorised limited number of Users pursuant to the Form shall access the Services;
ensuring that the Personal Data required to use the Services as well as the Raw Data entered into the Platform is true, accurate and up to date.

4. Fees

4.1 Payment

Performance of the Services is in principle conditioned by the payment of the Fees by the Client, as determined in the Form. Fees are invoiced at the beginning of the Term. Unless otherwise specified in the Form, Fees are due and payable 30 days from the date of invoice.

4.2 Modalities

All Fees shall be invoiced and payable in EUR and are exclusive of VAT, or any other tax as may be applicable (which must be paid by the Client in addition to the amount stated in the Form). Fees are not refundable or cancellable, except as may be set out in the Agreement.

4.3 Late payment

If any amount properly owing to Greenomy remains unpaid on its due date, Greenomy may, without further act or formality, charge late payment interest at the legal rate applicable in Belgium for late payment in commercial matters. When any payment remains outstanding 30 days after the due date of an undisputed invoice, Greenomy reserves the right to suspend the Services without further act or formality.
When any payment remains outstanding 60 days after the due date of an undisputed invoice, Greenomy reserves the right to terminate the Agreement without further act or formality. The exercise of the above rights by Greenomy is without prejudice to any other right or remedy that Greenomy may have under any provision of the Agreement or the applicable law.

4.4 Disputed Invoice

Any dispute on an invoice shall be raised in good faith and addressed to Greenomy (support@greenomy.io) within 30 days following the date of the invoice. Parties commit to resolve the dispute in good faith and in a timely manner.

4.5. Fees Revision and Indexation

Greenomy reserves the right to amend the Fees in the event of a modification in the scope of the Services. In such an event, Greenomy shall inform the Client at least 30 days before the revised Fees enter into force. Should the Client disagree with the application of the revised Fees, the Client is authorised to terminate the Agreement by giving a 30 days written notice. In addition, the Fees will be automatically revised on a yearly basis following the variations of the Belgian consumer price index.

5. Marketing and Testimonials

Client agrees to be contacted for testimonials about its experience with the Services, which Greenomy may post online (Website, social media platforms, etc.) and use in its marketing materials. In addition, Greenomy may request Client’s prior authorisation to display Client’s name and logo on its Website and for general marketing purposes. This authorisation cannot be unreasonably withheld. The Client may revoke this authorisation at any time by email request to marketing@greenomy.io.

6. Data

6.1 Raw Data

The Services allow the Client and End Clients, as the case may be, to upload, submit, store, send and, as the case may be, access Raw Data from other clients or end clients using the Platform.

The Client and End Clients retain the ownership of such Raw Data. When submitting Raw Data on the Portal(s) for the purpose of generating the Output, the Client warrants and represents that it is either the owner of the Raw Data or holds a valid permission to use and submit such Raw Data from its owner.

6.2 Output

The Output is the yearly data which is computed through the Platform based on the Raw Data and is meant to be disclosed in the Sustainable Finance Standards screening exercise through official standard disclosure reports.

6.3 Aggregated Data

6.3.1. Aggregated Data

The Client understands and accepts that Greenomy creates Aggregated Data for benchmarking purposes from the Raw Data and Output it receives and from the use, performance and operation on the Platform. These data sets do not allow (directly or by inference) the re-identification of any data subject as the source of such data. During and after the Term, Greenomy may use, reproduce, sell, share, transfer or otherwise exploit the Aggregated Data in any way, without any restriction, in its sole discretion.In addition, the Client understands that Greenomy partners may collect Aggregated Data from the Raw Data and Output to which they have received access pursuant to Section 6.4. below. During and after the Term, such partners may be authorised by Greenomy to use, reproduce, sell, share, transfer or otherwise exploit the Aggregated Data in their sole discretion and without restriction.

6.3.2. Anonymised Data

Greenomy may collect and use fully anonymised Raw Data and documents from Clients and End Client for the purposes of improving the overall user experience on the Platform, developing new functionalities and improving the quality of Services in general, it being understood that such use shall be internal only.

6.4 Access and disclosure of Raw Data and Output

The Client warrants and represents that it is authorised to grant the usage rights detailed in Section 6.4 and that such grant of rights neither violates applicable law nor infringes the rights of third parties.The Client is informed that Greenomy has the unlimited right to use and make available to current and future Greenomy clients and partners:

- the Output pertaining to the Client or End Clients, subject to either (a) general authorisation by Client or End Client when submitting the report or, if such general authorisation is withheld by Client or End Client, (b) specific authorisation requested by any Greenomy partner or clients through the Platform.
-the Raw Data pertaining to the Client or End Clients, subject to either (a) general authorisation by Client or End Client when submitting the report or, if such general authorisation is withheld by Client or End Client, (b) specific authorisation requested by any Greenomy partner or clients through the Platform.

For the avoidance of doubt, Section 6.4 does not apply to the temporary subscription to the Platform aimed at evaluating the Services prior to entering into a full subscription.

6.5. Third Party Data Provider

The Client is aware that Raw Data and Output as defined in this Section 6 and the rights detailed here above do not include the data from third-party data providers to which the Client may choose to obtain access on the Platform through the purchase of data licences directly to such third-party data provider. The access to third-party providers’ data by Client is not part of the Agreement and is governed exclusively between third-party data providers and the Client.

7. Intellectual Property

7.1 Intellectual Property Right

Subject to the limited rights expressly granted hereunder, Greenomy reserves all of its rights, titles and interests in and to the Services and the Platform, including all of their related Intellectual Property Rights. Any Customisation, as the case may be, requested by the Client or End Client shall be incorporated to the Services and Greenomy’s Intellectual Property Rights.  Greenomy grants the Client, its Users and End Clients, for the Term, a revocable, non-transferable, non sublicensable, worldwide, non-exclusive right to use the Services in accordance with the Agreement.

Nothing contained in the Agreement shall be construed as granting any licence or right to make commercial use of any Intellectual Property of Greenomy.

7.2 Use Restrictions

The Client shall ensure that neither it nor a User or End Client shall, directly or indirectly, without Greenomy’s prior express written consent:

-modify, translate or adapt the Platform for any purpose nor arrange or create derivative works based on the Platform;
-decompile, reverse-engineer or disassemble the Platform or any part of it or otherwise attempt to discover the source code, underlying structure or algorithms relevant to the Platform;
-copy any of the components of the Platform (including any software associated to it) in any way to create a software that is functionally equivalent to the Platform or any part thereof;
-transfer, dispose of, grant as a right to access, lease, or distribute any of the components of the Platform (including any software associated to it) or documentation in any way to third parties;merge or integrate the Platform or any component thereof into any other programs without an express prior written agreement with Greenomy detailing the limits, conditions and compensation of such integration;
-remove, obscure, or alter proprietary rights notices of Greenomy or its licensors (including trademarks and copyrights notices) which may be affixed to or contained within the Platform.

8. Confidentiality

Each Party (the “Receiving Party”) shall keep any Confidential Information of the other Party (the “Discloser”) secret and confidential and shall not disclose without the Discloser’s prior written consent, intentionally or unintentionally, any part of that Confidential Information to any third party. The Receiving Party shall not (without the Discloser’s prior written consent) use the Confidential Information, except for the exclusive purpose of performing its obligations under the Agreement or receiving the benefit of its rights under the Agreement.Notwithstanding the foregoing, disclosure of Confidential Information to third parties is allowed when legally required or when agreed upon between the Parties (i.e., the Discloser and the Receiving Party) in advance.Notwithstanding the above, the Client acknowledges and accepts that the Platform displays on its Portals the corporate name of clients and end clients that are registering on the Company Portal, for the purpose of avoiding that those clients or end clients receive numerous invitations to join the Platform by other clients or partners.

9. Indemnity & Liability

9.1 Client Indemnity

The Client shall indemnify, defend, and hold Greenomy harmless from and against any losses, damages, liabilities, claims and expenses of whatever kind (including without limitation reasonable attorneys’ fees), made against Greenomy that arises out of or relates to:

-improper use or misuse of the Services by the Client, its Users or its End Clients;
-misappropriation or unauthorised use of Raw Data or Output;
-any breach of any representations, warranties and covenants;
-andany unlawful, fraudulent, harassing, libellous, or obscene content provided to Greenomy.

9.2 Greenomy Indemnity

Greenomy shall indemnify, defend, and hold the Client harmless from and against any losses, damages, liabilities, claims and expenses of whatever kind (including without limitation reasonable attorneys’ fees), made against the Client that arises out of or relates to the use of the Services infringing any third party Intellectual Property Rights, provided that (i) Greenomy is given prompt notice of any such claim; (ii) Greenomy is given sole authority to defend any such claim; and (iii) the Client provides all reasonable cooperation to Greenomy in defending such claim.In the defence or settlement of any claim under Section 9.2, Greenomy may at its own cost and in its own discretion (i) procure the right for the Client to continue to use the Services; (ii) replace or modify any element of the Services so they become non-infringing, provided there is no material degradation in the functionality of the Services; or (iii) terminate the Agreement with immediate effect without any additional liability pay liquidated damages or other additional costs to the Client arising from such termination, save for providing a pro-rated refund of any prepaid Fees which relate to the period after termination.In no event shall Greenomy be liable for any claim to the extent that the alleged infringement is based on (i) any modification of the Services by Clients or Users or End Clients; (ii) any use of the Services contrary to the Agreement; or (iii) the Client’s continued use of the Services after notice of the alleged or actual infringement from Greenomy or any appropriate authority.

9.3 Limitation of liability

9.3.1 Unlimited liability by law

Nothing in the Agreement shall serve to exclude or limit either Party’s liability for death or personal injury arising from negligence or for any fraudulent misrepresentation, wilful misconduct or for any other liability which cannot be excluded or limited by applicable law.

9.3.2  Liability cap

Save in respect of any liability arising under the above paragraph, and to the extent permitted by applicable law, neither Party’s total aggregate liability, whether in tort, misrepresentation or otherwise under the Agreement shall not exceed the total Fees paid to Greenomy in the 12-month period preceding the event giving rise to the claim.

9.3.3 Indirect damages

Notwithstanding any other provision in the Agreement, Greenomy shall in no event be liable for any indirect loss or damage of any kind (including, without limitation, loss of profits, loss of revenue, loss of business, or loss or corruption of data), arising from or relating to this Agreement.

10. Exclusion of warranties

10.1. General exclusion

Save as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. In particular, the Client is informed that Greenomy makes no representation or warranty:

-as to the accuracy, reliability, timeliness or completeness of the reports generated or of the Output. Any downloading, reliance on or use of such content by the Client or any third party will be at their own risk;
-that the Services will be uninterrupted or error-free, or defects will be corrected or that the Platform is free of viruses or other harmful components;
-as to any results from the use of the Services and shall only be held to an obligation to use best endeavours;
-that Raw Data, or the use thereof, will not infringe rights of third parties.

10.2. Advisory services exclusion

The Advisory Services are provided without any warranties of any kind, based on the Client’s information and the resources available. Greenomy makes no representation or warranty as to the accuracy, reliability, timeliness or completeness of the reports generated following the provision of the advisory services. Any reliance on or use of such content by the Client or any third party will be at their own risk.

11. Force Majeure

Neither Party shall be responsible for delays in delivery or performance because of intervention of a Force Majeure Event. The Party affected by the Force Majeure Event shall immediately inform the other Party of the occurrence of such circumstance and use its best efforts to find a suitable remedy or alternative source to overcome said Force Majeure Event. The performance of the obligation of the Party affected by a Force Majeure Event shall be excused for the duration of such circumstance and the period of the performance shall be extended for an equivalent period. Upon cessation of the Force Majeure Event, the affected Party shall take all reasonable actions to resume compliance with its obligations. However, if a Force Majeure Event lasts more than 90 days, either Party may terminate the Agreement by giving a termination notice to the other Party with immediate effect. A Force Majeure Event is without prejudice to the obligation to pay all applicable Fees.

12. Termination

12.1 Termination for cause

12.1.1 By Greenomy

Greenomy may, at any time, without prior judicial intervention, by registered letter with acknowledgement of receipt, immediately terminate the Agreement and/or any Form and claim for the payment of any due Fee: If, the Client goes into liquidation, bankruptcy, insolvency or enters into a voluntary arrangement with its creditors;In case of material breach by the Client (i) which is irremediable or (ii) which is capable of being cured but is not remedied within 30 days after the written notice of default by registered letter specifying the nature of the material breach.In addition, Greenomy may at any time suspend the Services, and/or terminate the Agreement upon 5 days prior written notice, in case of reasonable suspicion of Client’s fraud or of a risk of improper, negligent, illicit, unlawful or fraudulent use of the Services. No Fees will be reimbursed by Greenomy in case of rightful termination for cause of the Agreement by Greenomy against the Client.

12.1.2 By the Client

The Client may, at any time, without prior judicial intervention, by registered letter with acknowledgement of receipt, immediately terminate the Agreement in case of material breach by Greenomy (i) which is irremediable or (ii) which is capable of being cured but is not remedied within 30 days after the written notice of default by registered letter specifying the nature of the material breach. In the event of rightful termination for cause for the Client, the Client shall be entitled to a pro-rata refund of the Fees related to the period after termination until the end of the Term.

12.2 Consequences of termination

Upon termination of the use of the Platform and the Services, this Agreement, including all rights and licenses granted hereunder, shall be terminated.All provisions of this Agreement that are intended by their nature to survive the expiration or termination of this Agreement shall survive any such termination or expiration.Upon request by the Client or End Client made following the expiration or termination of this Agreement, Greenomy will make the Raw Data available to the Client and/or End Client, as applicable.

13. Personal Data

Any handling of Personal Data by Greenomy will be done in accordance with the EU General Data Protection Regulation 2016/679 (hereafter “GDPR”) as well as Greenomy’s privacy policy, which can be viewed by clicking on the following link: https://greenomy.io/privacy-policy.

14. Miscellaneous

14.1 Modification of the GTCs

Greenomy reserves the right to unilaterally revise the GTCs from time to time. Minor revisions or updates will simply be published on the Website. Material modifications will be subject to notification by Greenomy to the Client by Website notice, Platform notice, email or any other form of communication. Changes will apply 14 days after they have been published or notified, as applicable. If the Client does not agree to the changes, the Client has the right to stop using the Services without charge within 14 days after the new terms and conditions have been published, or notified if applicable. In such an event, the Client will be entitled to a pro-rata refund of the already paid Fee. The Client understands and agrees that its continued use of the Services 14 days following the publication, or notification when applicable, of any changes to the GTCs, constitutes acceptance of those changes. In no event shall the continued use of the Services by the Client be construed as continued under the former terms of the GTCs.

14.2 Transfer

The Client shall not assign or transfer any of its rights or obligations under the Agreement to any third party without the prior written consent of Greenomy. Greenomy may assign this Agreement to any direct or indirect subsidiaries, or to any other third party without the Client's prior consent.

14.3 Cumulative Rights and Remedies

No failure by a Party to exercise, nor any delay by such Party in exercising, any right or remedy hereunder shall operate as a waiver of any right or remedy hereunder, nor shall any single or partial exercise of any right or remedy, prevent any further or other exercise of any other right or remedy. Greenomy's rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by the applicable laws.

14.4 Partial Invalidity

If at any time any provision of the Agreement is declared invalid and unenforceable, to the fullest extent permitted by the applicable laws:

-The other provisions of the Agreement shall remain in full force and effect and the relevant other sections shall be interpreted in line with the intention of the Parties (as reasonably possible); and
-The Parties shall negotiate in good faith, replacement or substitutive provisions which are legally valid, binding and enforceable. The meaning of such replacement clauses shall, to the extent reasonably feasible, remain close to the original intention of the Parties when entering into the Agreement.

14.5 Order of Precedence

In any case of discrepancy in the Agreement, the following order or precedence shall apply:

-the Form, any annex or addendum;
-the SLA;
-the GTCs; and
-the statement of work as applicable.

15. Governing Law & Jurisdiction

This Agreement shall be construed in accordance with and governed by Belgian law. Disputes arising in connection with these Terms shall be settled by the French-speaking courts of Brussels, Belgium.

16. Definitions

Any capitalised term used herein will have the meaning ascribed to it under this Section.

Term Definition
Aggregated Data Fully combined data collected by the Platform from, a.o., Raw Data, Output, usage and performance of the Services, which cannot be traced back, by Greenomy or anyone else, to the individualised data as a result of the aggregation process by the Platform.
Agreement The contractual agreement between Greenomy and the Client which includes the present  GTCs, the signed Form, the Service Level Agreement and any other annex or addendum, statement of work, documentation , as applicable.
Client

The counterparty to Greenomy under the Agreement, as defined in the signed Form.

Any reference to the Client shall comprise any of its employees, staff, and personnel whether they are employed directly or indirectly by the Client, under employment contract or not.

Customisation Any modifications, improvements, additions, extensions, interfaces or other customizations to the Platform following specific requests from the Client.
Effective Date The date set out as Effective Date in the relevant Form or, in the absence of a defined Effective Date, the date of signature of the Form.
Company Portal The interface of the Platform that guides non-financial companies through the taxonomy screening of their activities to measure taxonomy eligibility and alignment by turnover, Capex and OpEx and generate their taxonomy compliant reports. The Company Portal also enables companies to manage the taxonomy alignment of all debts they have issued, including the pre- and post- issuance disclosure requirements related to use of proceeds.
Confidential information

Any and all information which is now or at any time hereafter in the possession of the disclosing Party and which relates to the general business affairs or Intellectual Property Rights of the disclosing Party, including without limitation source codes, object codes, data, databases, know how, formulae processes, designs, drawings, technical specifications, technical modifications, samples, applications, manuals, methods, finances, lists or details of customers, lists or details of employees, marketing or sales information, prices and Fees related to any past, present or future product or service, and any other material bearing or incorporating any information relating to the general business affairs and Intellectual Property Rights of the disclosing Party or regarding third-parties to whom the disclosing Party owes an obligation of non-disclosure, whether written in any form or medium or oral and whether furnished by the disclosing Party to the receiving Party or indirectly learned by the receiving Party in connection with the Agreement. For the purpose of this Agreement, Raw Data and Output are not considered Confidential Information.

Confidential Information shall not include any information that the receiving Party can establish: (i) is or subsequently becomes publicly available through no act or omission of the receiving Party; (ii) was in the receiving Party’s lawful possession prior to disclosure of such information; (iii) is subsequently disclosed to receiving Party by a third party who is not in breach of an obligation of confidentiality; or (iv) is independently developed by the receiving Party without the use or benefit of the Confidential Information of the disclosing Party.

End client Any entity authorised by the Client and approved by Greenomy to access a specified Portal and use the Services under the Form. 
Form As applicable, the subscription form or pilot form signed by the Client or End Client with Greenomy or the Reseller. 
Fees Total amount  to be paid by the Client to Greenomy or the Reseller, as the case may be, as set out in the Form.
Force Majeure Event Any external and unpredictable event which cannot be overcome by the exercise of reasonable care and diligence and which is considered as a force majeure event in accordance with Belgian Civil Code or case law including, without limitation, fire, flood, epidemic, pandemic, earthquake, law, order, acts or requirements of any government or authority, war, civil unrest or disturbance, embargo, terror attacks, strike, lock out or other labour problems, failure or fluctuations of public networks, power, transport or computer failure, any network-related failures, interruptions, outages, delays, system unavailabilities and other connectivity problems.
Greenomy Greenomy SRL, a limited liability company, incorporated under the laws of Belgium, having its registered office and principal place of business at Avenue Louise 54, 1050 Brussels, Belgium.
Insurer Portal The interface of the Platform that guides insurance undertakings through the taxonomy screening process of their non-life insurance activities, their portfolio of investments and the generation of their taxonomy compliant reports. This process results in a quantifiable measure of their non-life insurance activities alignment as well as insurers’ portfolio’s taxonomy alignment by turnover and alternatively by CapEx, based on entity level taxonomy data sourced directly from each portfolio’s underlying investments. The Insurer Portal also allows insurers to generate their full SFDR reporting requirement (PAI, Pre-contractual and Periodic report) at product (IBIPS) and entity level as well as the European ESG Template (EET) report. 
Intellectual Property (Rights) Any patents, supplementary protection certificates, utility models, rights to inventions, trade marks, service marks, domain names, logos, trade dress, trade names, goodwill and the right to sue for passing off, rights in design, copyright and neighbouring and related rights, moral rights, database rights, rights endorsed by Book XI of the Belgian Code of Economic law on the protection of computer program, right to use, and protect the confidentiality of, Confidential Information, know-how, trade secrets, an all other intellectual property rights, in each case whether registered or unregistered and including applications and rights to apply for and be granted, renewals or extensions of, an rights to claim priority from, an all rights or forms of protection having equivalent or similar effect that subsist now or in the future anywhere in the world.
Investor portal The interface of the Platform that guides institutional investors and asset managers through the taxonomy screening process of a portfolio of investments and the generation of their taxonomy compliant reports. This process results in a quantifiable measure of a portfolio’s taxonomy alignment by turnover and alternatively by CapEx, based on entity level taxonomy data sourced directly from each portfolio’s underlying investments. The Investor Portal also allows asset managers to generate their full SFDR reporting requirement (PAI, Pre-contractual and Periodic report) at product and entity level as well as the European ESG Template (EET) report.
Lender Portal The interface of the Platform that guides credit institutions to screen the taxonomy alignment of their banking book, off-balance sheet exposures, trading book and fees and commission from services other than loan servicing and asset management, supporting them in their regulatory disclosure.
Personal Data Data that is related to an identified or identifiable natural person pursuant to the GDPR. 
Platform All-inclusive reference to the software developed by Greenomy, including: the Portals, APIs and any integration or add-on functionalities made available to the Client or the End-Client.  
Portal(s) As applicable, the Company Portal, the Insurer Portal, the Investor Portal and/or the Lender Portal.
Output Data generated by the Platform after processing of the Raw Data, which is meant to be made public in a sustainable finance disclosure report on a voluntary or mandatory basis.
Raw Data Information proprietary to the Client or the End Client of the Client, fed directly by the Client or End Client to the Platform which is being used to generate the Output.
Reseller The entity contractually authorised by Greenomy to resell Greenomy’s Services and receive payment of Fees directly from clients.
Services Provision by Greenomy of the access to and use of the Platform, processing of the Raw Data and computing of the Output in accordance and within the limits of the Agreement and any additional service performed by Greenomy in the scope of the Agreement and agreed with the Client, such as customer support, Customisation, consulting services, etc.
Sustainable Finance Standards The EU Taxonomy Regulation 2020/852, Sustainable Finance Disclosure Directive (SFDR), the Non Financial Reporting Directive 2014/95/EU (NFRD), the Corporate Sustainable Report Directive (CSRD) and any other relevant existing and future EU and non-EU sustainable finance reporting rules and frameworks, whether voluntary or mandatory.
Term The duration of the Agreement as stated in the Form.
User Any employee, contractor, agent, or representative of the Client to whom credentials have been granted by the Client to access and use the Services. 
Website The Greenomy website: https://greenomy.io

Terms of use

The present Terms of Use govern the End Client’s access and use of the Services offered by Greenomy SRL, 54 Avenue Louise, 1050 Brussels, Belgium (“Greenomy”). The purpose of these Terms of Use is to inform End Client of Greenomy’s rights and obligations towards every User of the Platform and the limits of End Client’s rights in connection with the use of the Platform.

1. Acceptance and Modification of Terms

1.1 Acceptance of terms.

The use of the Platform is subject to the End Client’s acceptance of these Terms of Use. The End Client acknowledges that it is authorised by an Entity to use the Services and that it has read, understood and agrees to be bound by these Terms of Use. If this is not or no longer the case, End Client must refrain from opening a User Account or immediately stop using the Services and cancel the End Client’s account. If a natural person accepts these Terms of Use on behalf of a company or legal entity, the End Client warrants that such person has the authority to do so.

1.2 Modifications of terms.

Greenomy reserves the right to update these Terms of Use from time to time, at its sole discretion, by providing a 14-day notice, either by Website notice, email or any other form of communication. If End Client does not agree with the changes, End Client must stop using the Services and cancel its subscription within 14 days following such notification. End Client understands and agrees that its continued use of the Services past those 14 days constitutes an acceptance of those changes.

2. Use of the Services

2.1 Access right.

Subject to the terms, limits and conditions following which the End Client is authorised by Greenomy or the Entity to use the Platform, End Client is granted a limited, revocable, non-exclusive, non-transferable and non-assignable right to access and use the Platform for lawful business purposes only. Each User Account is connected to an End Client and may only be used by its designated User. Each User is responsible for keeping its login information (i.e., username and password) secure and for keeping the information up to date and complete. Each End Client can manage its User Accounts from an admin account. The End Client is responsible for the activities conducted under its User Accounts.

2.2 Responsibilities.

The End Client shall (i) comply at all times with these Terms of Use, any documentation related to the Platform and all applicable laws and regulations, (ii) be responsible for the legality and accuracy of any data End Client provides in connection with the Platform, (iii) promptly notify the Entity if End Client discovers any security breach or any unauthorised use of a User Account or login data and take all appropriate measures to prevent unauthorised access or use of the Platform, (iv) implement sufficient procedures and checkpoints to satisfy End Client’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data.

2.3 Restrictions.

The End Client shall not and shall ensure its Users shall not: (a) grant access to the Platform to anyone other than its Users, or use the Platform for the benefit of anyone other than the the End Client, except as expressly allowed by Greenomy; (b) modify, translate or adapt the Platform; (b) alter, modify, copy, disclose or enhance the Platform or make derivative works based on part of the Platform, except as expressly allowed in the Terms of Use; (c) decompile, reverse-engineer or disassemble or otherwise attempt to discover the source code, underlying structure or algorithms of the Platform or any part thereof, except as permitted by law; (d) interfere in any manner with the operation of the the Platform, or attempt to probe, scan or test vulnerability of the Platform; (e) sublicense, sell, lease, resell, loan or distribute the Platform, or any part thereof; (f) use the Platform for unlawful purposes; (g) access the Platform for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (h) remove, alter, or hide any proprietary notices (including copyright and trademark notices) of Greenomy or its licensors on the Services or any copies thereof.

3.  Marketing and Testimonials

3.1 Testimonials.

The End Client agrees to be contacted for testimonials about its experience with the Platform, which Greenomy may post online (Website, social media platforms, etc.) and use in its marketing materials.

3.2 Use of logo.

In addition, Greenomy may request End Client’s authorisation to display End Client’s name and logo on its Website and for general marketing purposes. This authorisation cannot be unreasonably withheld. The End Client may revoke this authorisation at any time by email request to marketing@greenomy.io.

4. Data

4.1 Raw Data.

The Services allows the End Client to upload, submit, store, send and, as the case may be, access Raw Data from other clients or end clients using the Platform.

The End Client retains the ownership of such Raw Data. When submitting Raw Data on the Platform for the purpose of generation of the Output, the End Client warrants and represents that it is either the owner of the Raw Data or holds a valid permission to use and submit such Raw Data from its owner.

4.2 Output.

The Output is the yearly data which is computed through the Platform based on the Raw Data and is meant to be disclosed in the Sustainable Finance Standards screening exercise through official standard disclosure reports.

4.3 Aggregated Data.

The End Client understands and accepts that Greenomy creates Aggregated Data for benchmarking purposes from the Raw Data and Output it receives and from the use, performance and operation on the Platform. These data sets do not allow (directly or by inference) the re-identification of any data subject as the source of such data. During and after the Term, Greenomy may use, reproduce, sell, share, transfer or otherwise exploit the Aggregated Data in any way, without any restriction, in its sole discretion.In addition, the End Client understands that Greenomy partners may collect Aggregated Data from the Raw Data and Output to which they have received access pursuant to Section 4.5. below. During and after the Term, such partners may be authorised by Greenomy to use, reproduce, sell, share, transfer or otherwise exploit the Aggregated Data in their sole discretion and without restriction.

4.4 Anonymised Data.

Greenomy may collect and use fully anonymised Raw Data and documents from End Client for the purposes of improving the overall user experience on the Platform, developing new functionalities and improving the quality of Services in general, it being understood that such use shall be internal only.

4.5 Access and disclosure of Raw Data and Output.

The End Client warrants and represents that it is authorised to grant the usage rights detailed in Section 4.5 and that such grant of rights neither violates applicable law nor infringes the rights of third parties.

4.5.1 The End Client is informed that Greenomy has the unlimited right to use and make available to current and future Greenomy clients, end clients and partners:

- The Output pertaining to the End Client, subject to either (a) general authorisation by End Client when submitting the report or, (b) if such general authorisation is withheld by End Client, specific authorisation requested by any Greenomy partner, clients or end client through the Platform.
- The Raw Data pertaining to the End Client, subject to either (a) general authorisation by End Client when submitting the report or, (b) if such general authorisation is withheld by End Client, specific authorisation requested by any Greenomy partner, end clients or clients through the Platform.

4.5.2 By exception to 4.5.1, when the End Client is invited to use the Platform by an Entity during a Pilot, End Client’s Raw Data and Output can only be shared to the inviting Entity to the exclusion of the other Greenomy clients, end clients and partners.

4.6 Third-party data provider.

The End Client is aware that Raw Data and Output as defined in this Section 4 and the rights detailed here above do not include the data from third-party data providers to which the End Client may choose to obtain access on the Platform through the purchase of data licences directly to such third-party data provider. The access to third-party providers’ data by the End Client is not part of the Agreement and is governed exclusively between third-party data providers and the End Clients.

5. Intellectual Property

5.1 Intellectual Property Right.

Subject to the limited rights expressly granted hereunder, Greenomy reserves all of its rights, titles and interests in and to the Services and the Platform, including all of their related Intellectual Property Rights. Any customisation, as the case may be, requested by the End Client shall be incorporated to the Services and Platform and Greenomy’s Intellectual Property Rights. Nothing contained in the Terms of Use shall be construed as granting any licence or right to make commercial use of any Intellectual Property of Greenomy.

6. Confidential Information

6.1 Confidentiality.

Each Party (the “Receiving Party”) shall keep any Confidential Information of the other Party (the “Discloser”) secret and confidential and shall not disclose without the Discloser’s prior written consent, intentionally or unintentionally, any part of that Confidential Information to any third party. The Receiving Party shall not (without the Discloser’s prior written consent) use the Confidential Information, except for the exclusive purpose of performing its obligations under the Agreement or receiving the benefit of its rights under the Agreement.

6.2 Disclosures.

Disclosure of Confidential Information to third parties is allowed when legally required or when agreed upon between the Parties in advance, such as the agreed disclosures provided in Section 4.5. by way of example. The End Client acknowledges and accepts that Greenomy displays on its Portals the corporate name of clients and End Clients that are registered on the Company Portal, for the purpose of avoiding that those clients or End Client receive numerous invitations to join the Platform by other clients or partners. The End Client is aware that if it is invited to join the Platform by an Entity, Greenomy will require the End Client to share, when registering on the Platform, the Entity issuing the invitation. Such information shall not be shared other than to the concerned Entity (or Entities in the event several Entities are part of the same Pilot).

7. Warranties and Disclaimers

7.1 Greenomy warranties.

Greenomy represents and warrants that it holds all Intellectual Property Rights necessary for the provision of the Services and as such, that it has acquired or has entered into agreements, assignments of rights or licences with any third parties who may hold rights to all or part of the elements comprising the Platform for End Client to use the latter. Greenomy represents and warrants that it maintains industry standard level of  administrative, technical and physical safeguards designed to protect the information End Client provides against accidental, unlawful or unauthorised destruction, loss, alteration, access, disclosure or use.

7.2 Warranty Disclaimer.

The Website, the Services and underlying applications, their content, and any services or items obtained through the Website are provided “as is” and “as available”. Except as otherwise expressly set forth herein, and to the maximum extent permitted by applicable law, Greenomy disclaims all representations, warranties and conditions of any kind, whether express or implied, statutory, or otherwise, including any warranties and conditions of merchantability and fitness for a particular purpose. Greenomy makes no representation or warranty as to the accuracy, reliability, timeliness or completeness of the reports generated by the Platform or of the Output accessible through the Platform. Any downloading, reliance on or use of such content by the End Client or any third party will be at their own risk. Greenomy does not warrant to provide any type of external assurance of the reports that may be required under applicable legislation and Sustainable Finance Standards.

8. Indemnification & Liability

8.1 Indemnification.

The End Client shall indemnify and hold Greenomy harmless against any claim brought against Greenomy to the extent that such claim is based upon or arises out of (i) unauthorised or illegal use of Platform by the End Client, (ii) non-compliance with or breach of these Terms of Use, (iii) unauthorised use of the Platform by any other person using the End Client’s account.

9. Protection of Personal Data

9.1 Data Protection.

For the good performance of the Platform and associated services, the End Client is aware that Greenomy will require its Users to share certain limited Personal Data. Such handling of Personal Data by Greenomy will be done in accordance with the EU General Data Protection Regulation 2016/679 (hereafter “GDPR”) as well as Greenomy’s privacy policy, which can be viewed by clicking on the following link: https://greenomy.io/privacy-policy.

10. Suspension and Expiration

10.1 Suspension.

In the event of a breach of these Terms of Uses through any User’s or the End Client’s use of the Platform, Greenomy reserves the right to take the appropriate measures, including but not limited to (immediate) suspension of the End Client or any of its User Account,  suspend or terminate the Services and seek judicial remedy.

10.2 Expiration.

Upon expiration of the End Client’s right to access the Platform no matter the reason (e.g., end of the Pilot), all User Accounts will be deactivated, making the Platform unavailable and any data on it inaccessible.

11. Final Provisions

11.1 Applicable law & jurisdiction.

If any provision of these Terms of Use is held to be unlawful, invalid or otherwise unenforceable for any reason whatsoever, it shall be deemed severed from the Terms of Use and shall not affect the validity, legality and enforceability of the remaining provisions. To the maximum extent permitted by applicable law, the unlawful, invalid or unenforceable provision shall be amended to achieve as closely as possible the intention of the original term.

11.2 Validity.

If any provision of these Terms of Use is held to be unlawful, invalid or otherwise unenforceable for any reason whatsoever, it shall be deemed severed from the Terms of Use and shall not affect the validity, legality and enforceability of the remaining provisions. To the maximum extent permitted by applicable law, the unlawful, invalid or unenforceable provision shall be amended to achieve as closely as possible the intention of the original term.

11.3 Assignment.

End Client may not assign or transfer in any other manner any of End Client rights or obligations under these Terms of Use, either in whole or in part, to a third party.

11.4 Definitions.

All capitalised terms herein shall have the meaning ascribed to them in this Section. The capitalised terms not defined in this section shall have the meaning ascribed to them in the General Terms and Conditions.

Entity” means (i) the financial institution authorised by Greenomy to invite End Client to register on the Company Portal of the Platform,  or (ii) the Greenomy partner authorised by Greenomy to resell subscriptions to the Platform to End Client. In both cases, Greenomy is not in direct contractual relation with such End Clients that are using the Platform, as applicable.“

End Client” means, (i) the company invited by the Entity to register to the Company Portal of the Platform, or (ii) the company purchasing a subscription to the Platform from an Entity reselling subscriptions to the Platform as applicable.

Term” means the period during which the End Client is authorised to use the Platform.

Pilot” means the short-term subscription to the Platform by an Entity for the purpose of evaluating the fitness of the Platform and Greenomy’s Services.

User” means any employee, contractor, agent, or representative of clients and End Client of Greenomy to whom credentials have been granted to access and use the Services.

User Account” means an individual account assigned to Users by the End Client protected with a unique password and allowing access to and actions on the Platform.

Generative AI terms of use

1. Preamble

These Additional Terms govern the use of Generative AI Products in our Services and are incorporated by reference into the Greenomy Terms of Use (“General Terms”). Together, these documents are referred to as the “Terms”.
Any capitalised term not defined here has the same meaning as defined in the General Terms.

2. Obligations

The End Client is responsible for any Input it uploads or otherwise inputs to the Generative AI Products and represents to Greenomy that it has all necessary rights to use the Input with the Generative AI Products.

3. Additional Use Restrictions

In addition to the “Restrictions” in the General Terms, the End Client will ensure that End Client and its Users will not:

-use the Services to create, train, test or otherwise improve any machine learning algorithms or artificial intelligence systems;

-remove or alter any content credentials that may be generated with the Generated Output, or otherwise mislead any person that the Generated Output from the Services was solely human generated;

-provide any personally identifiable information, including names, addresses, phone numbers, email addresses, or birth dates for processing via Generative AI Products, unless the End-Client complies with all data protection and privacy laws and regulations applicable to the personal information, including providing privacy notices and obtaining consent, where required;

-attempt to bypass the protective measures to block harmful content.

Greenomy reserves the right to automatically block the End-Client’s Input, at its sole discretion, if Greenomy believes it violates the rights of a third party, applicable law, or the Terms.

4. Input & Generated Output

4.1 Confidentiality

Greenomy recognizes and respects the sensitivity of the data provided by the End Client. Any Input furnished by the End Client will be treated as strictly confidential and will not, under any circumstances, be used for the purpose of training Generative AI Products.For the sole purpose of enhancing the quality of the Services, Greenomy may use the Input exclusively for validation and the refinition of question formulations, with the aim of improving the accuracy and efficiency of the Generated Output.

4.2 Ownership

The End-Client retains the ownership of the Input.

4.3 Intellectual Property Rights

Between the End-Client and Greenomy, Greenomy does not assert any ownership rights in the Generated Output, provided that the Generated Output does not contain any pre-existing Greenomy intellectual property.

4.4 Deletion

The User can access and delete the chat history or a specific conversation by clicking on the three dots in the upper-right corner of the screen, selecting “Show all conversations” and then “Deleting”.

5. Privacy Policy Integration

Any handling of Personal Data by Greenomy will adhere to the EU General Data Protection Regulation 2016/679 (hereafter “GDPR”) as well as Greenomy’s privacy policy, accessible by clicking on the following link: https://greenomy.io/privacy-policy.

6. Disclaimers

6.1 Harmful Content

Due to the evolving nature of AI technologies, content produced by the Generative AI Products may exhibit a wide range of results and could potentially include offensive, harmful, inaccurate, or inappropriate content generated by Greenomy AI.By using the Generative AI Products, the End Client acknowledges the possibility of encountering such content and agrees not to save, share, use, distribute, display, or otherwise disseminate any such content.The End Client can report any such content to support@greenomy.com.

6.1 Duplicative Content

Customer acknowledges that the Generative AI Products may, in some scenarios, generate the same or similar content for multiple end-clients.

7. No Warranties

The Generative AI Products and the Generated Output are provided “as is” without warranty of any kind, and Greenomy does not warrant that the Generated Output is accurate, reliable, correct, non-infringing on third-party rights, suitable for fulfilling End-Client’s regulatory, legal or other obligations, or fit for any specific purpose.The End-Client accepts that any use of the Generated Output is at its own risk, and Greenomy has no liability related to or arising from the End-Client’s use of generative AI features or the Generated Output.The End-Client must use discretion when relying on, publishing, distributing, or otherwise using any Generated Output resulting from the use of generative AI features.

8. Content Credentials

Greenomy represents and warrants that it holds all Intellectual Property Rights necessary for the provision of the Services and as such, that it has acquired or has entered into agreements, assignments of rights or licences with any third parties who may hold rights to all or part of the elements comprising the Platform for End Client to use the latter. Greenomy represents and warrants that it maintains industry standard level of  administrative, technical and physical safeguards designed to protect the information End Client provides against accidental, unlawful or unauthorised destruction, loss, alteration, access, disclosure or use.

Greenomy may attach content credentials to the Generated Output. These credentials serve as an indication of the sources used in generating the content, promoting ethical and transparent usage, allowing others to identify that the content was created using AI technology and providing insights into its sources.

9. Definitions

Any capitalised term used herein will have the meaning ascribed to it under this Section.

Term Definition
Generative AI Products Greenomy’s Platform generative AI products.
Generated Output The data or content generated by Generative AI Products prompted by End-Client’s Input.
Input The data, text typed into, document, or content that the End-Client submits for processing by Generative AI features.

greenomy

Book your demo and accelerate your green transition today

wave 2