Terms of Service

1.1Contracting Entity & Remote Service Model

These Terms of Service (“Terms”) form a binding agreement between the customer identified in the applicable Order Form or online Account registration (“Customer” or “you”) and Greenworks Technology Solutions Private Limited (doing business as ClimeUp), a company incorporated under the laws of India with its registered office at #9/1 Pillayar Nagar 2nd street, Court main road, Salem, Tamilnadu, PIN-636007, India, and corporate GSTIN: 33AAJCG9926B1ZN (“ClimeUp”, “we”, or “us”).

Customer acknowledges and agrees that the Services are cross-border software-as-a-service (SaaS) utilities hosted on secure global cloud environments and provisioned remotely from India. ClimeUp does not maintain permanent establishments, operations, fixed assets, or physical offices outside of India. Depending on your billing region, specific local tax treatments, localized privacy regulations, and distinct governing laws apply as mapped in the routing table below.

1.2Scope

These Terms govern your access to and use of the ClimeUp enterprise sustainability intelligence platform, including ClimeUp GHG, ClimeUp ESG, ClimeUp PCF, ClimeUp CBAM, SupplyChain360, the ClimeUp application programming interfaces (“APIs”), proprietary calculators, connectors, AI Features, and associated Documentation (collectively, the “Services”), as well as any Professional Services delivered by ClimeUp.

1.3Order of Precedence

In the event of an explicit conflict between the documents comprising this legal relationship, the following order of priority will control: (1) The Data Processing Addendum (“DPA”), solely regarding the processing of Personal Data; (2) A mutually executed Order Form, but only with respect to the specific commercial scope, deployment tiers, and timeline defined therein, and only if it explicitly specifies the section of these Terms it intends to override; (3) These Terms; and (4) The Documentation and general online corporate policies incorporated herein by reference. Any terms or conditions contained within a Customer-issued purchase order, vendor onboarding portal, supplier code of conduct, or procurement document will be completely null, void, and of no legal effect, regardless of whether ClimeUp signs or processes such documentation.

1.4Changes to these Terms

ClimeUp reserves the right to modify these Terms at any time to reflect structural changes in applicable law, regulatory compliance guidance, security enhancements, or platform functionality. ClimeUp will provide a minimum of thirty (30) days’ advance notice of any material adverse change via an administrative email to the Customer's designated Account administrator or through an in-app notification. Material changes will take effect at the commencement of the Customer's next subsequent Subscription Term, unless immediate implementation is required by statutory decree or regulatory enforcement. Continued use or non-termination of the subscription after the notice period constitutes acceptance. No modification will operate to shorten an active, pre-paid Subscription Term or decrease the global level of information security or data protection applied to Customer Data.

Account

means the digital environment and access credentials provisioned by ClimeUp or created by the Customer to interface with the Services.

Affiliate

means any legal entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party, where “Control” denotes the legal, beneficial, or equitable ownership of more than fifty percent (50%) of the aggregate voting securities or equity interests of such entity.

AI Features

means any platform features or algorithmic workflows powered by machine learning, deep learning, large language models (LLMs), or related artificial intelligence techniques, including but not limited to automated data extraction, emission-factor mapping, supplier-data enrichment, narrative sustainability drafting, and prescriptive recommendations.

Authorised User

means any employee, individual contractor, advisor, or external agent authorized by the Customer or its Affiliates to access the platform under the Customer’s corporate credentials and Account.

Customer Data

means all raw data, source documents, operational metrics, invoices, utility statements, logistical records, supply chain telemetry, and content submitted, ingested, or processed within the Services by or on behalf of the Customer or its Authorised Users.

Data Protection Laws

means all global privacy, data protection, and cybersecurity laws applicable to the processing of Personal Data under this agreement, including: the EU General Data Protection Regulation (GDPR); the UK GDPR and the Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2025); the Swiss Federal Act on Data Protection; the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA); India’s Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025 (DPDP Act); Singapore’s Personal Data Protection Act 2012 (PDPA); and Brazil’s Lei Geral de Proteção de Dados (LGPD).

Documentation

means ClimeUp’s formal user manuals, technical specifications, API references, and carbon accounting methodology statements updated from time to time and published on climeup.ai or within the application.

Emission Factor Data

means environmental reference values, life-cycle inventory (LCI) data points, and carbon equivalent coefficients licensed by ClimeUp from authoritative third-party repositories (e.g., IPCC, US EPA, UK DESNZ/DEFRA, ecoinvent) and integrated into the platform.

Order Form

means the transaction-specific execution document, online checkout sequence, or statement of work entered into by the parties that explicitly incorporates these Terms.

Output

means the specialized calculations, greenhouse gas (GHG) inventories, scopes 1, 2, and 3 footprints, regulatory disclosures, diagnostic dashboards, reports, and data exports generated by the platform derived specifically from the processing of Customer Data.

Personal Data

means any information relating to an identified or identifiable natural person, or as otherwise defined under applicable Data Protection Laws.

Subscription Term

means the defined duration of the platform subscription specified in an active Order Form, encompassing both the initial term and any subsequent contractual renewals.

3.1Right to Access

Subject to strict compliance with these Terms and the timely payment of all applicable Fees, ClimeUp grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the active Subscription Term to permit Authorised Users to access and utilize the Services. This use must remain within the quantitative usage metrics, capacity caps, and licensing tiers explicitly set forth in the executed Order Form (e.g., designated corporate entities, facility counts, user seats, supplier nodes, or API call limits), and must be used solely for internal business operational analytics.

3.2Account Integrity

The Customer must provide accurate, current, and exhaustive registration metadata and maintain its absolute fidelity. Each distinct set of user credentials is systematically restricted to one named individual Authorised User; the sharing, pooling, or compounding of user logins is strictly prohibited. The Customer retains absolute vicarious liability for all activities, security configurations, data alterations, and omissions occurring under its designated Account. The Customer must immediately alert ClimeUp at security@climeup.ai upon discovering or suspecting any credential compromise, data leakage, or unauthorized platform access.

3.3Access Age Restrictions

Authorised Users must be at least eighteen (18) years of age, or the age of legal majority within their specific jurisdiction, whichever is higher. The Services are fundamentally designed for enterprise institutional use; the transmission or ingestion of data relating to minors is strictly barred.

3.4Free Trials, Public Calculators, and Beta Disclaimers

Any platform instances provisioned as a free trial, open-access public tool (such as the ClimeUp CBAM Calculator), or feature flagged as “beta”, “preview”, or “early access” are provided on an “AS IS” and “AS AVAILABLE” basis, entirely stripped of any warranties, performance guarantees, indemnities, or Service Level Agreements (SLAs). ClimeUp reserves the absolute right to unilaterally modify, suspend, or terminate access to these features at any time without liability. ClimeUp’s maximum cumulative liability concerning free or beta elements is capped at USD $100.00.

3.5Affiliate Utilization

The Customer may extend platform access to its qualified Affiliates under an existing Order Form, provided that the Customer remains fully liable for such Affiliates' compliance with these Terms. Alternatively, Affiliates may execute individual independent Order Forms directly, thereby establishing an independent contract between ClimeUp and that specific Affiliate.

3.6Evolution of the Platform

ClimeUp continuously innovates, updates, and optimizes the platform. ClimeUp may modify, enhance, or swap out architectural features of the Services at any time, provided that such updates do not result in a material, systemic degradation of the primary enterprise functionality purchased by the Customer during their active Subscription Term.

3.7Professional Services Delivery

ClimeUp will perform all contracted implementation, data migration, training, or sustainability advisory services (“Professional Services”) in a professional manner, aligned with generally accepted software industry standards and the parameters mapped in the applicable Statement of Work. Unless otherwise designated in an Order Form, Professional Services are billed strictly on a time-and-materials basis, and the Customer will reimburse ClimeUp for all reasonable, pre-approved travel and out-of-pocket expenses. The Customer acknowledges that ClimeUp's performance is contingent upon the prompt provision of clean data, system access, and personnel cooperation; ClimeUp bears no liability for performance delays caused by Customer omissions or delays.

4.1Payment Terms

The Customer will pay all fees stipulated in each active Order Form (“Fees”). Unless alternative billing cycles are explicitly set forth in the Order Form, Fees will be invoiced annually in advance, are structurally based on the capacity and subscription tiers purchased (regardless of actual real-time consumption), and are payable within thirty (30) days from the invoice date in the currency designated on the invoice. All payment obligations are non-cancellable, and all Fees paid are entirely non-refundable, except as explicitly specified otherwise in these Terms.

4.2Overages and Automated Renewals

Any operational usage exceeding the defined contractual thresholds will be invoiced in arrears at the standard rates set forth in the Order Form, or if silent, at ClimeUp's standard list prices. Subscriptions automatically renew for consecutive periods equal in length to the expiring subscription tier or twelve (12) months (whichever is shorter), unless either party provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term. ClimeUp will provide a minimum of sixty (60) days’ advance notice of any pricing increases intended to apply to an upcoming renewal term.

4.3Late Payment Consequences

Overdue balances not subject to an active, legitimate, good-faith dispute will accrue interest at a rate of 1.0% per month, or the absolute maximum rate permitted under applicable governing law, calculated daily from the due date until paid in full. For Customers domiciled within the European Union, late payment interest along with fixed recovery cost indemnities of no less than EUR €40.00 will apply automatically in strict compliance with EU Directive 2011/7/EU and respective national implementing provisions (including Articles L.441-10 and D.441-5 of the French Commercial Code). If any undisputed amounts remain delinquent for more than thirty (30) days, ClimeUp may, upon fifteen (15) days’ prior written notice, suspend access to the Services until all outstanding balances and interest are satisfied in full.

4.4Disputed Invoices

If the Customer intends to contest an invoice in good faith, it must provide a structured, detailed written notice of the dispute to ClimeUp within thirty (30) days of the invoice issuance date. The Customer must pay all undisputed portions of the invoice on time, and both parties will cooperate in good faith to resolve the disputed elements quickly.

4.5Fiscal Duties and Taxes

All Fees listed are exclusively net of any taxes, duties, customs, or fiscal levies, including sales and use taxes, value-added taxes (VAT), goods and services taxes (GST, including India's IGST, CGST, and SGST), and corporate withholding taxes (collectively, “Taxes”). The Customer is exclusively responsible for paying all Taxes associated with its purchases, excluding only taxes assessed directly against ClimeUp’s net corporate income, property, or employment rolls. Where reverse-charge mechanisms apply (such as cross-border B2B supplies within the EU or OIDAR services within India), the Customer is solely responsible for self-accounting and declaring those taxes to the proper authorities. If applicable law demands that the Customer deduct withholding taxes at the source, the Customer must gross up the payment so that ClimeUp receives the exact net amount reflected on the invoice, unless the Customer provides valid tax withholding documentation confirming an offset within the statutory timeframe.

5.1Intellectual Ownership and Data Licensing

As between ClimeUp and the Customer, the Customer retains all right, title, and interest, including all underlying intellectual property rights, in and to all Customer Data and resulting Output. The Customer grants ClimeUp and its Affiliates a worldwide, non-exclusive, royalty-free, fully paid-up license during the active Subscription Term to host, replicate, transmit, parse, modify, and display Customer Data solely for the operational purpose of delivering, securing, optimizing, supporting, and maintaining the platform, preventing algorithmic abuse, and ensuring compliance with applicable statutory obligations.

5.2Customer Compliance Warranties

The Customer represents, warrants, and covenants that it possesses all necessary rights, legal titles, consents, and lawful processing bases required under applicable Data Protection Laws to collect, ingest, and transmit Customer Data to ClimeUp for processing. The Customer assumes sole liability for the integrity, quality, compliance, and structural legality of all data uploaded into the system.

5.3Privacy Disclosures and Legal Roles

The parties acknowledge that with respect to Personal Data processed within Customer Data: The Customer acts as the Controller (under GDPR, UK GDPR, and LGPD), the Business (under CCPA), or the Data Fiduciary (under India's DPDP Act); ClimeUp acts as the Processor, Service Provider, or Data Processor, operating strictly under the documented instructions of the Customer. With respect to account registration data, administrative setup, billing configurations, and platform telemetry logs, ClimeUp acts as an independent Controller, processing such data in accordance with the ClimeUp Privacy Policy located at climeup.ai/privacy.

5.4Data Processing Addendum (DPA)

The DPA available at climeup.ai/legal/dpa is hereby fully incorporated into and forms an indivisible part of these Terms. The DPA establishes the mandatory operational terms required under Article 28 of the GDPR, the service provider covenants required under the CCPA/CPRA, and data processing mandates under Section 8 of India’s DPDP Act.

5.5CCPA/CPRA Specific Covenants

ClimeUp explicitly certifies that it will not: (1) Sell or share Personal Data; (2) Retain, use, or disclose Personal Data for any objective other than the narrow business purposes defined in these Terms, including any distinct commercial marketing purpose; (3) Retain, use, or disclose Personal Data outside the direct business relationship established herein; (4) Combine Personal Data with information collected from other sources, except as expressly authorized under the CCPA/CPRA. ClimeUp will comply with all privacy standards mandated by the CCPA and will immediately notify the Customer if it determines it can no longer fulfill these obligations.

5.6Data Localization and Cross-Border Transfers

ClimeUp will store and host Customer Data within the specific geo-location cloud region selected by the Customer on the Order Form (options include: EU, US, India, or Singapore). Cross-border transfers of Personal Data out of the EEA, UK, or Switzerland to jurisdictions lacking adequacy decisions will be executed under the approved European Commission Standard Contractual Clauses (SCCs), the UK International Data Transfer Addendum, or the EU-U.S. Data Privacy Framework (including its UK and Swiss extensions), as structured within the DPA. Transfers out of India will strictly adhere to Section 16 of the DPDP Act; transfers out of Singapore will comply with Section 26 of the PDPA; and transfers out of Brazil will comply with Chapter V of the LGPD.

5.7Data Breach Incident Management

ClimeUp will notify the Customer in writing without undue delay, and in any event no later than forty-eight (48) hours, after confirming a Personal Data Breach or security incident impacting Customer Data. ClimeUp will provide the Customer with comprehensive diagnostic summaries to enable compliance with regulatory reporting timelines (e.g., to the Data Protection Board of India, the European Data Protection Board, or the Singapore PDPC). For incidents impacting infrastructure localized within India, ClimeUp will simultaneously report the incident directly to the Indian Computer Emergency Response Team (CERT-In) as mandated under Section 70B of the Information Technology Act, 2000.

5.8Utilization of Aggregated Data

ClimeUp may generate, compile, and analyze anonymized usage metrics, platform performance analytics, and statistical data derived from the operation of the platform (“Aggregated Data”). ClimeUp may utilize Aggregated Data to enhance, optimize, patch, and evaluate the Services, and to publish anonymous industry sustainability benchmarks. Crucially, Aggregated Data must be completely de-identified and generalized so that it cannot be reverse-engineered to identify the Customer, any individual Authorised User, or contain any underlying raw Customer Data. Aggregated Data explicitly excludes the Customer's primary emission footprints, product specifications, or specific outputs.

5.9Data Export and Deletion Lifecycle

During the active Subscription Term and for an explicit window of thirty (30) days following contractual termination or expiration, the Customer can export its Customer Data and generated Output in standard industry formats (e.g., CSV, XLSX, or via API). Upon the expiration of this 30-day window, ClimeUp will systematically delete all Customer Data from its active production environments within ninety (90) days, excluding standard, immutable disaster recovery backup cycles which will be overwritten in the ordinary course of business, or copies required to be maintained by statutory law. Any data retained in backup cycles remains fully bound by these confidentiality and security terms.

6.1Strict Prohibition on Cross-Tenant Model Training

ClimeUp explicitly guarantees that it will not utilize Customer Data, generated Output, or specific text prompts entered by the Customer to train, fine-tune, optimize, or adjust any public, proprietary, or third-party artificial intelligence models, large language models, or machine learning algorithms for use across other tenant environments without the express, written, opt-in consent of the Customer. All upstream foundation model providers engaged by ClimeUp are bound by strict enterprise data-privacy boundaries that prohibit data retention or use for model tuning.

6.2Probabilistic Nature of AI Outputs & Human-in-the-Loop Requirement

The Customer acknowledges that AI Features generate analytics and descriptive texts on a probabilistic basis. AI-generated outputs may occasionally be incomplete, contain errors, mirror generalized outputs provided to other users due to identical inputs, or fail to capture the most rapid shifts in regional environmental regulations or methodology updates. The Customer must subject all AI-generated text drafts, invoice extractions, emission factor pairings, and compliance narratives to rigorous human oversight and verification before relying upon, publishing, or formally filing such outputs with any regulatory authority or public market exchange.

6.3Compliance with the EU AI Act

The AI Features integrated into the Services are developed strictly as general enterprise productivity tools and are not engineered or intended for any “high-risk” deployment profiles listed under Annex III of EU Regulation 2024/1689 (the “EU AI Act”). ClimeUp will satisfy all transparency, watermarking, and classification requirements mandated for AI developers under Article 50 of the EU AI Act, and will provide the Customer with documentation to satisfy the Customer's obligations as a “deployer” (including the AI literacy mandates under Article 4). The Customer is strictly prohibited from utilizing the platform's AI Features for any restricted practices outlawed under Article 5 of the EU AI Act.

7.1Software Functionality and Audit Disclaimer

The Services are provided strictly as automated cloud software applications designed to apply recognized third-party carbon accounting frameworks (e.g., the GHG Protocol, ISO 14064-1, ISO 14067, and ISO 14083) to data provided by the Customer. ClimeUp is not an environmental auditor, legal advisor, certified public accountant, or independent assurance provider. ClimeUp does not provide limited or reasonable assurance, verification, validation, certification, or legal, tax, or investment advice. Any reference within the system to a statutory reporting standard means the platform is designed to support the calculations required under that standard, not that the Customer’s final reports are automatically certified as legally compliant.

7.2Customer as the Reporting Entity

The Customer retains exclusive legal responsibility for the absolute content, veracity, precision, and timely submission of any environmental report, corporate disclosure, carbon declaration, or tax filing made to public bodies, including filings governed by: the EU Carbon Border Adjustment Mechanism (CBAM) Regulation (EU) 2023/956; the EU Corporate Sustainability Reporting Directive (CSRD) and European Sustainability Reporting Standards (ESRS); the EU Deforestation Regulation (EU) 2023/1115; California Senate Bills 253 and 261; the Business Responsibility and Sustainability Reporting (BRSR) specifications of the Securities and Exchange Board of India (SEBI); and the climate reporting regimes of the Singapore Exchange (SGX) or the Monetary Authority of Singapore (MAS). Submitting any data or reporting Output generated by the platform to any regulatory board, independent third-party verifier, or customer is done entirely at the Customer's own risk.

7.3Use of Emission Factor Data

Emission Factor Data integrated into the platform is licensed from varied third-party institutional publishers and is subject to change, correction, or withdrawal by those entities. The Customer is permitted to utilize Emission Factor Data exclusively within the user interface of the platform and as an integrated component of generated Reports or Outputs. The Customer must not scrape, extract, reverse-engineer, redistribute, isolate, or resell any Emission Factor Data libraries as standalone datasets.

7.4Regulation of Anti-Greenwashing and Environmental Marketing Claims

The Customer assumes complete and exclusive liability for any climate or environmental claims it communicates to consumers, shareholders, investors, or the general public using platform Outputs (including terms such as “carbon neutral”, “net zero”, “climate positive”, or specific “product carbon footprints”). The Customer must ensure all claims are fully substantiated and comply with modern anti-greenwashing laws, including: EU Directive 2024/825; the UK Digital Markets, Competition and Consumers Act 2024 (and the CMA Green Claims Code); the US Federal Trade Commission (FTC) Green Guides (16 C.F.R. Part 260); and India’s Guidelines for Prevention and Regulation of Greenwashing or Misleading Environmental Claims, 2024. The Customer must not state or imply to any third party that ClimeUp has verified, endorsed, authenticated, or certified the validity of the Customer's environmental claims.

Prohibited Conduct

The Customer will not, and will ensure that its Authorised Users do not:

(a) sell, resell, license, sublicense, lease, rent, distribute, or unbundle the Services, or run the platform as a commercial service bureau or multi-tenant outsourcing mechanism, unless explicitly authorized in an Order Form;

(b) copy, alter, translate, forge, or build derivative products from any part of the platform's proprietary code, or decompile, disassemble, or reverse-engineer the software architecture, except to the strict extent permitted under non-waivable applicable law;

(c) access or monitor the Services to evaluate performance, run comparative benchmarking for public distribution, or construct a directly competing sustainability platform or machine learning engine;

(d) deploy any automated web scraping tool, spider, robot, or script to extract data from the platform, bypassing authorized API rate boundaries;

(e) intentionally transmit malware, viruses, trojans, ransomware, or submit any content that is unlawful, defamatory, infringing, or violates a third party's intellectual property or privacy rights;

(f) upload any special categories of personal data (under GDPR Article 9), highly sensitive personal data, health metrics, payment card data (PCI), or government identifiers, unless explicitly permitted in writing within an Order Form;

(g) tamper with, probe, stress-test, or attempt to circumvent any security controls, user authentication firewalls, or usage restriction filters embedded in the platform;

(h) intentionally input false, fraudulent, or manipulated emissions telemetry data designed to output a fraudulent or deceptive environmental disclosure.

8.1Suspension Rights

ClimeUp reserves the right to immediately suspend platform access for any individual user or the entire Customer Account if ClimeUp reasonably determines that a provision of this Section 8 has been violated, or that the Customer's use presents an imminent threat to the stability, availability, or data security of the platform or other customers. Any suspension will be tailored tightly in scope and duration to mitigate the threat. ClimeUp will deliver advance notice where structurally feasible and will restore access once the root issue is resolved.

9.1ClimeUp Proprietary Ownership

ClimeUp and its third-party licensors retain absolute, exclusive ownership over all right, title, and interest, including all global patent, copyright, trademark, and trade secret protections, in and to the platform software, user interfaces, methodology frameworks, proprietary emission library compilations, data connectors, algorithms, models, and Aggregated Data (“ClimeUp IP”). Except for the explicit, limited access rights granted under Section 3.1, no intellectual property rights are transferred to the Customer.

9.2Corporate Trademarks

“ClimeUp”, “ClimeUp GHG”, “ClimeUp ESG”, “ClimeUp PCF”, “ClimeUp CBAM”, “SupplyChain360”, and all corresponding corporate brand logos are trademarks or registered trademarks owned exclusively by ClimeUp / Greenworks Technology Solutions Private Limited. The Customer may not use them without prior written consent, except to include a factual statement in a sustainability report indicating that the calculations were performed using the ClimeUp platform.

9.3Assignment of Report Outputs

Subject to ClimeUp’s retained ownership of the underlying ClimeUp IP and third-party rights in Emission Factor Data, ClimeUp hereby fully assigns to the Customer all right, title, and interest it may acquire in the specific Outputs and compiled Reports generated for the Customer. The Customer may utilize, publish, and distribute these Outputs globally for any lawful business or compliance objective.

9.4Feedback Utilization

If the Customer provides ClimeUp with suggestions, feature requests, or performance critiques (“Feedback”), ClimeUp may freely incorporate and exploit such Feedback to improve the platform without any financial obligation, royalty, or restriction, provided that the Feedback is stripped of any Customer Confidential Information or corporate identifiers.

9.5Marketing and Publicity Rights

ClimeUp may include the Customer’s corporate name and brand logo on its website and standard marketing slide-decks to factually identify the Customer as a platform client. The Customer can opt out of this publicity exposure at any time by sending a simple written request to legal@climeup.ai. ClimeUp will obtain explicit, prior written authorization before drafting or publishing any detailed corporate case studies or press releases.

10.1API and Data Integrations

The platform interoperates with various third-party operational tools, including ERP software, CRM ecosystems, logistics databases, and cloud utilities (e.g., SAP, Oracle, Salesforce). The Customer’s procurement and use of such external tools are governed solely by its individual agreements with those specific providers. By activating an automated data connector within the platform, the Customer explicitly authorizes ClimeUp to exchange Customer Data and access tokens with that third-party service to facilitate the integration.

10.2Limitation of Responsibility

ClimeUp does not maintain corporate control over, and assumes zero liability for, the availability, uptime, security protocols, data processing, or functional stability of any third-party services. If a third-party provider alters its API architectures or closes its connectivity endpoints in a manner that degrades or breaks an integration, ClimeUp will use commercially reasonable efforts to restore functionality but bears no financial liability for such interruptions.

11.1Definition of Confidential Information

“Confidential Information” means all non-public, proprietary information disclosed by one party (“Discloser”) to the other party (“Recipient”) that is explicitly designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the context of its disclosure. Customer Data is explicitly classified as the Customer's Confidential Information. ClimeUp IP, platform source code, underlying methodologies, product pricing tiers, cybersecurity audit summaries, and the technical terms of any Order Form are explicitly classified as ClimeUp's Confidential Information.

11.2Legal Exclusions

Confidential Information will not encompass any data that the Recipient can conclusively demonstrate via written records: is or becomes part of the public domain through no breach or fault of the Recipient; was lawfully in the possession of the Recipient prior to disclosure without any accompanying confidentiality restrictions; is independently developed by the Recipient without any use of or reference to the Discloser’s Confidential Information; or is received from an independent third party who has the legal right to distribute it without restriction.

11.3Scope of Protection and Duration

The Recipient will protect the Discloser's Confidential Information using at least the same degree of care it uses to protect its own sensitive data, but in no case less than a reasonable standard of professional care. The Recipient will limit internal access to such data to employees, contractors, legal counsel, and financial auditors who have a strict operational “need to know” and are bound by professional or contractual confidentiality obligations at least as restrictive as those contained herein. These confidentiality obligations will persist for a duration of five (5) years following the termination or expiration of these Terms; for information constituting a legal trade secret (under the US Defend Trade Secrets Act or EU Directive 2016/943), these protections will endure for as long as the information remains a trade secret under applicable law.

11.4Compelled Legal Disclosures

The Recipient may disclose Confidential Information if compelled to do so by a valid statutory mandate, subpoena, or order issued by a court or government regulator. Where legally permitted, the Recipient must provide the Discloser with prompt written notice of the compelled disclosure to enable the Discloser to seek a protective order or contest the mandate, and the Recipient will disclose only that narrow subset of data legally required.

12.1Technical and Organisational Measures

ClimeUp will establish, execute, and maintain strict administrative, physical, technical, and organizational security measures engineered to safeguard Customer Data against unauthorized destruction, alteration, loss, or disclosure. As detailed in the Security Measures Annex of the DPA, these controls include: mandatory encryption of all Customer Data both in transit using TLS 1.2 or higher and at rest using AES-256 bit encryption keys; strict role-based access controls (RBAC) paired with mandatory multi-factor authentication (MFA) for all administrative and privileged environments; continuous logging, infrastructure telemetry monitoring, automated vulnerability scanning, and routine independent penetration testing; and robust business continuity and disaster recovery (BC/DR) frameworks designed to ensure high platform availability and automated data replication.

12.2Compliance Certifications and Audits

ClimeUp maintains an active information security management framework that is certified to ISO/IEC 27001 standards and audited at least annually against the SOC 2 Type II criteria. Upon written request, and subject to appropriate confidentiality restrictions, ClimeUp will provide the Customer with its latest valid ISO/IEC 27001 certificate and SOC 2 Type II compliance report. These security protocols are designed to satisfy the rigorous security standards of Article 32 of the GDPR, Section 8(5) of India's DPDP Act, and applicable US state data security regulations.

13.1Mutual Representations and Warranties

Each party represents and warrants to the other that: it is duly organized, validly existing, and in good legal standing under the laws of its jurisdiction; it possesses the requisite corporate power and authority to execute and bind itself to these Terms; and it will comply with all national and international laws directly applicable to its performance under this agreement.

13.2ClimeUp Limited Performance Warranty

ClimeUp warrants that during an active Subscription Term: the platform will operate in material conformity with the published Documentation; ClimeUp will not materially reduce the core performance functionality or security standards of the purchased Services; and ClimeUp will utilize standard commercial anti-malware technologies to prevent the introduction of viruses or malicious code into the platform.

Remedy for Breach: If ClimeUp breaches any of the above performance warranties, the Customer's sole and exclusive remedy, and ClimeUp's entire financial liability, will be for ClimeUp to use commercially reasonable efforts to remediate the non-conformity. If ClimeUp cannot fix the material defect within thirty (30) days of receiving a detailed written notice from the Customer, either party may terminate the impacted Order Form, and ClimeUp will provide a pro-rata refund of any pre-paid, unused subscription fees tracking the remainder of the term.

13.3Service Level Agreements (SLA)

All system uptime targets, support response parameters, and availability commitments are managed under the ClimeUp Service Level Agreement located at climeup.ai/legal/sla. The issuance of service credits under the SLA constitutes the Customer’s sole financial remedy for any platform downtime or connection failures.

13.4Comprehensive Legal Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.2, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, EMISSION FACTOR DATA, AI FEATURES, AND OUTPUTS ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLIMEUP DISCLAIMS ALL OTHER WARRANTIES, COVENANTS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLIMEUP DOES NOT WARRANT THAT THE PLATFORM WILL RUN COMPLETELY UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT THE OUTPUT CALCULATIONS WILL BE AUTOMATICALLY ACCEPTED OR APPROVED BY ANY REGULATORY AUTHORITY, STOCK EXCHANGE, CARBON REGISTRY, OR INDEPENDENT THIRD-PARTY VERIFIER; OR THAT UTILIZATION OF THE SERVICES WILL GUARANTEE THE ACHIEVEMENT OF ANY SPECIFIC EMISSIONS-REDUCTION CAP, SUSTAINABILITY GOAL, RATING TARGET, OR FINANCIAL OUTCOME.

14.1Intellectual Property Indemnity by ClimeUp

ClimeUp will defend the Customer and its Affiliates against any formal third-party legal claim, lawsuit, or proceeding alleging that the platform software, as delivered by ClimeUp, directly infringes or misappropriates that third party's valid patent, copyright, trademark, or trade secret rights (an “IP Claim”). ClimeUp will indemnify and hold the Customer harmless by paying any damages, reasonable legal fees, and costs finally awarded against the Customer by a court of competent jurisdiction, or settled under a written agreement pre-approved by ClimeUp. If an IP Claim arises or is reasonably anticipated, ClimeUp may, at its sole discretion and expense: (1) secure the legal right for the Customer to continue utilizing the platform; (2) modify or replace the platform software to make it non-infringing while preserving material functional equivalency; or (3) if options 1 and 2 are not commercially practicable, terminate the impacted Order Form and issue a pro-rata refund of any pre-paid, unused subscription fees. This Section 14.1 outlines ClimeUp’s absolute liability and the Customer's exclusive legal remedy for intellectual property infringement claims.

14.2Operational Indemnity by the Customer

The Customer will defend, indemnify, and hold harmless ClimeUp, its Affiliates, and their respective corporate officers, directors, and employees from and against any third-party claims, regulatory enforcement actions, regulatory fines, or legal losses arising out of or relating to: (a) Customer Data, including any claim that the ingestion or parsing of such data infringes a third party's intellectual property or privacy rights, or violates Data Protection Laws; (b) Any systematic breach of Section 8 (Acceptable Use) executed by Authorised Users; (c) Any public sustainability disclosure, investor reporting, ESG report, regulatory filing (e.g., CBAM submissions, CSRD filings), or environmental claim made by the Customer or its agents that relies upon platform Outputs, except to the direct extent the loss was caused by ClimeUp's gross negligence or intentional misconduct.

14.3Procedural Indemnity Mandates

The party seeking indemnification must: promptly notify the indemnifying party in writing of the claim; grant the indemnifying party sole control over the legal defense, strategy, and settlement negotiations; and provide all reasonable cooperation and data requested, at the indemnifying party's expense. The indemnified party may participate in the litigation using its own legal counsel at its own cost.

15.1Exclusion of Consequential and Speculative Losses

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO THE EXPLICIT CARVE-OUTS OUTLINED IN SECTION 15.4, NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES RECOGNIZED UNDER ANY LEGAL THEORY. THIS EXCLUSION ENCOMPASSES ALL CLAIMS FOR LOSS OF BUSINESS PROFITS, LOSS OF REVENUE, LOSS OF REPUTATIONAL GOODWILL, ANTICIPATED BUSINESS SAVINGS, COST OF CAPITAL, AND REGULATORY FINES, CYBER-TAXES, CARBON LEVIES, OR CBAM-CERTIFICATE FINANCIAL PENALTIES ARISING FROM THE CUSTOMER’S OWN CLIMATE REPORTS, FILINGS, OR PUBLIC ENVIRONMENTAL DISCLOSURES. CLIMEUP'S LIABILITY FOR DATA CORRUPTION OR DATA LOSS IS STRICTLY RESTRICTED TO THE NARROW OPERATIONAL COST OF RESTORING THE DATA FROM ITS RECENT SYSTEM BACKUPS.

15.2General Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTIONS 15.3 AND 15.4, EACH PARTY’S CUMULATIVE AGGREGATE FINANCIAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY ORDER FORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, IS STRICTLY CAPPED AT AND WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THE SPECIFIC ORDER FORM GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT INDUCING LIABILITY.

15.3Data Protection Super-Cap

FOR ANY BREACHES OF SECTION 5 (CUSTOMER DATA AND DATA PROTECTION), SECTION 12 (SECURITY SAFEGUARDS), OR THE ATTACHED DATA PROCESSING ADDENDUM (DPA), EACH PARTY’S CUMULATIVE AGGREGATE FINANCIAL LIABILITY WILL BE CAPPED AT A MAXIMUM OF TWO (2) TIMES THE VALUE SET FORTH IN THE GENERAL LIABILITY CAP IN SECTION 15.2.

This Data Protection Super-Cap operates as an independent, distinct allocation of risk, and is provided in addition to, and not in replacement of, the standard liability cap in Section 15.2.

15.4Absolute Statutory Exceptions

The liability exclusions and financial limitations mapped in Sections 15.1, 15.2, and 15.3 will have no legal application to: The Customer’s baseline obligation to pay all outstanding, contractually accrued Fees under an active Order Form; A party’s explicit indemnification obligations under Section 14; A party’s breach of Section 11 (Confidentiality), excluding privacy breaches involving Customer Data which are managed exclusively under the Super-Cap in Section 15.3; The Customer's systemic violation of Section 8 (Acceptable Use) or direct infringement of ClimeUp IP; Liability for death or personal injury directly induced by a party's negligence, fraud, or fraudulent misrepresentation, or any instances of gross negligence or willful misconduct (including faute lourde or dol under French law).

16.1Contractual Term

These Terms will commence on the earlier of the date the Customer clicks “I Accept”, executes an Order Form referencing these Terms, or first accesses the platform, and will endure until all active Subscription Terms mapped in associated Order Forms have expired or been formally terminated.

16.2Termination for Cause

Either party may terminate these Terms and any active Order Forms immediately upon written notice if the other party: (a) Commits a material breach of these Terms and fails to cure that breach within thirty (30) days following receipt of a detailed written notice specifying the nature of the default; or (b) Becomes the subject of a petition in bankruptcy, insolvency, receivership, administrative liquidation, a corporate insolvency resolution sequence under India’s Insolvency and Bankruptcy Code, 2016, or any counterpart insolvency filing under national law, to the extent termination is legally permitted under that jurisdiction.

16.3Switching Mechanics under the EU Data Act

Where the Customer is legally established within the EU/EEA and the provisions of Regulation (EU) 2023/2854 (the “EU Data Act”) apply, the Customer can terminate an Order Form upon two (2) months’ prior written notice specifically to switch to an alternate service provider or transition to its own on-premise infrastructure. ClimeUp will deliver standard data migration assistance during a transition period of thirty (30) calendar days, exporting the Customer’s data assets in a structured, machine-readable format. ClimeUp will assess no switching charges following January 12, 2027, in strict compliance with the EU Data Act.

16.4Consequences of Contractual Termination

Upon the termination or expiration of these Terms or any specific active Order Form: (a) The Customer’s legal right to access or utilize the platform Services will immediately cease, subject to the standard data export window in Section 5.9; (b) Each party will destroy or return all Confidential Information of the other party in its possession, subject to statutory retention exceptions; (c) If the Customer terminates for ClimeUp’s uncured material breach, ClimeUp will issue a pro-rata refund of any pre-paid, unused subscription fees; (d) If ClimeUp terminates for the Customer’s uncured material breach, all unpaid subscription fees tracking the entire remainder of the then-active Subscription Term will become immediately due and payable.

17.1Export Controls and Economic Sanctions

Each party will fully comply with all international export controls and economic sanctions regimes applicable to its operations, including regulations managed by the US Office of Foreign Assets Control (OFAC), the US Department of Commerce, EU restrictive measures (including Council Regulation (EU) No 833/2014), UK sanctions enacted under the Sanctions and Anti-Money Laundering Act 2018, and India’s Foreign Trade (Development and Regulation) Act, 1992. The Customer represents and warrants that neither it, its Affiliates, nor any Authorised Users are listed on any international restricted parties lists, or are domiciled or organized within a territory under comprehensive geopolitical embargoes.

17.2Anti-Corruption Covenants

Neither party has offered, given, received, or solicited, or will offer, give, receive, or solicit, any unlawful bribe, kickback, or corrupt payment in connection with these Terms, in strict compliance with the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, French Law No. 2016-1691 (Sapin II), India’s Prevention of Corruption Act, 1988, and Singapore’s Prevention of Corruption Act 1960.

18.1Executive Escalation

Prior to initiating any formal arbitration or litigation, both parties agree to submit any dispute, claim, or controversy arising out of these Terms to senior corporate executives for a mandatory thirty (30) day good-faith negotiation period following written notice of the dispute.

18.2Dispute Resolution for India and South Asia

For Customers whose billing address is in India or South Asia, these Terms are governed exclusively by the laws of India. Any dispute arising out of or relating to these Terms will be finally resolved via binding arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator mutually appointed by the parties. The arbitration will be formally administered by the Mumbai Centre for International Arbitration (MCIA) under its Arbitration Rules. The seat, venue, and legal forum of the arbitration will be Mumbai, Maharashtra. Subject to the arbitration parameters, the courts located in Mumbai will hold exclusive jurisdiction over the contract, including for the purpose of granting interim relief under Section 9 of the Act.

18.3Dispute Resolution for the Americas

For Customers whose billing address is in the United States, Canada, or Latin America, these Terms are governed by the laws of the State of New York, USA, without regard to conflict-of-laws principles. Any dispute not resolved via executive escalation will be finally settled via binding arbitration administered by the International Centre for Dispute Resolution (ICDR) or by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration will be New York, NY. Both parties explicitly waive any rights to participate in class, collective, consolidated, or representative legal proceedings.

18.4Dispute Resolution for Europe, UK, and Switzerland

For Customers whose billing address is in the EU/EEA, Switzerland, or the UK, these Terms are governed by the laws of France. Any unresolved dispute will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by a single arbitrator. The seat and venue of arbitration will be Paris, France.

18.5Dispute Resolution for APAC, Middle East, and Africa

For Customers whose billing address is in the rest of the Asia-Pacific region, the Middle East, or Africa, these Terms are governed by the laws of Singapore. Any dispute will be finally resolved via binding arbitration administered by the Singapore International Arbitration Centre (SIAC) under its Arbitration Rules, before a single arbitrator. The seat of arbitration will be Singapore.

19.1India

(a) Electronic Record Classification: These Terms constitute a valid electronic record under the Information Technology Act, 2000 and associated rules, and do not require physical or digital signatures to enforce execution.

(b) DPDP Act Fiduciary Covenants: The Customer, as the primary Data Fiduciary, is exclusively responsible for providing notices and securing statutory consents from Indian Data Principals under Sections 5 and 6 of the DPDP Act. If the Customer is officially classified as a Significant Data Fiduciary, ClimeUp will cooperate with the Customer's mandatory data protection impact assessments (DPIAs) and independent cybersecurity audits.

(c) Stamp Duty Allocation: The Customer will bear all costs related to any regional stamp duties payable upon the formal execution of any platform Order Forms within India.

(d) Grievance Officer Appointment: In strict compliance with the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023, ClimeUp has appointed a dedicated Grievance Officer: Mr. Thiruvenkateswaran Ramachandran, Founder and CEO, Greenworks Technology Solutions Private Limited. Contact Email: grievance@climeup.ai. The Grievance Officer will formally acknowledge incoming complaints within twenty-four (24) hours and ensure complete resolution within fifteen (15) days of receipt.

19.2United States

(a) Federal Government Users: The platform and associated Documentation are classified as “commercial products” and “commercial computer software” under 48 C.F.R. § 2.101. Rights granted to US Government end users are strictly identical to those granted to all other standard enterprise clients under 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4.

(b) State Privacy Mandates: Where Customer Data includes personal records governed by comprehensive state privacy laws (including California, Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Delaware, New Jersey, Minnesota, and Maryland), ClimeUp processes data strictly as a “Processor” or “Service Provider,” fully regulated under the DPA.

19.3European Union, EEA, and Switzerland

(a) Unfair Contract Terms Disclaimer: No provision of these Terms is intended to introduce an unconscionable contractual imbalance or be categorized as unfair under Article 13 of the EU Data Act, Article 1171 of the French Civil Code, or Article L.442-1 of the French Commercial Code. Any provision found to be unfair will be severed only to that narrow extent.

(b) NIS2 Supply-Chain Compliance: Where the Customer qualifies as an “essential” or “important” entity under the NIS2 Directive (EU) 2022/2555 or regional implementing statutes, ClimeUp will provide cyber-telemetry summaries reasonably requested by the Customer to satisfy its supply-chain risk management compliance.

19.4Singapore and Asia-Pacific

(a) Singapore PDPA Intermediary Covenants: ClimeUp will fully execute all data protection mandates applicable to “Data Intermediaries” under the Singapore PDPA, including the strict security and retention limitations defined under Sections 24 and 25, and breach notifications under Section 26E. The Contracts (Rights of Third Parties) Act 2001 of Singapore is explicitly excluded.

20.1Assignment and Corporate Transfer

Neither party may assign, transfer, or delegate its rights or obligations under these Terms without the prior written consent of the other party, which may not be unreasonably withheld or delayed. Exception: Either party may assign these Terms in their entirety without consent to an Affiliate, or to a corporate successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets or business lines, provided that the acquiring entity is not a direct commercial competitor of the other party, and explicitly executes a written covenant agreeing to be bound by these Terms.

20.2Subcontracting Limits

ClimeUp may utilize qualified Affiliates and third-party infrastructure subcontractors (including Sub-processors) to deliver platform features, provided that ClimeUp remains fully and vicariously liable for their compliance and performance under these Terms.

20.3Force Majeure

Neither party will be held financially liable for performance failures or execution delays (excluding accrued payment obligations) resulting from events beyond its reasonable control, including natural disasters, pandemics, acts of war, terrorism, civil unrest, labor disputes, localized failures of public utility grids or global internet backbones, or nation-state cyberattacks that could not have been mitigated by standard industry security measures. If a Force Majeure event persists continuously for more than sixty (60) days, either party may terminate the impacted Order Form upon written notice, and ClimeUp will issue a pro-rata refund for any pre-paid, unused subscription fees.

20.4Independent Contractors

The relationship between ClimeUp and the Customer is strictly that of independent contractors. These Terms do not construct any partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

20.5Contractual Notices

All formal legal notices must be in writing and delivered either by hand, by a globally recognized overnight courier service, or by administrative email. Notices to ClimeUp must be routed to legal@climeup.ai. Notices to the Customer will be routed to the primary corporate address or email listed on the active Order Form. Email notices are legally deemed received at the exact timestamp they enter the recipient’s mail server, provided no automated delivery failure message is generated.

20.6Waiver and Severability

The failure or delay of either party to enforce a provision of these Terms does not constitute a waiver of its right to do so later. If any section of these Terms is deemed invalid or unenforceable by an arbitral panel or court of competent jurisdiction, that specific provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of these Terms will continue in full force and effect.

20.7Entire Agreement

These Terms, alongside the DPA, the SLA, executed Order Forms, and any referenced corporate policies, constitute the entire, integrated agreement between the parties regarding this business scope. This agreement supersedes all prior written or oral proposals, marketing summaries, or representations.