General Terms & Conditions

Last updated on 19 April 2023

1. General

1.1 - These General Terms and Conditions (the "GTC") apply to the use of the website www.glacier.eco (the "Website"), the execution of the Glacier Climate Action Day ("CAD"), and the implementation of training and education programs in the course of the Glacier Climate Academy ("GCA") by Glacier Carbon Reduction GmbH ("Glacier") and are addressed to businesses (German: Unternehmer) within the meaning of § 1 para 1 KSchG of Austrian law.

1.2 - The current version of the GTC is available on the website. In connection with changes in the GTC, in particular, Point 13 of these GTC shall be observed.

1.3 - All intellectual property rights, e.g. trademark rights, rights to photos, graphics, and texts, etc. shall remain with Glacier unless otherwise provided for in Section 1.1, Section 5, or Section 9 of these GTC.

2 Subject matter and scope of the GTC

2.1 - Glacier offers paid training and professional education in its Glacier Climate Academy, as well as participation in the Glacier Climate Action Day.

2.1.1 - Glacier Climate Academy ("GCA"): The GCA includes professional education and training programs (the "Programs" or "Services") on various topics related to sustainability and climate action for businesses and their employees. All Programs are conducted either online or in-person (physical presence) and are generally supported and delivered through a digital learning platform (the "Platform") (for more details, see section 3. of these GTC).

2.1.2 - Glacier Climate Action Day ("CAD"): The CAD is an event designed as an action day dedicated to the topics of sustainability and climate action in companies (for more details, see item 3. of these GTC).

2.2 - The contractual partner ("Partner") has the option to purchase a package (the "Package") with Glacier, to acquire a license (the "License"), or to make registrations courses of the GCA (the "Registration").

• 2.2.1 - Package: A Package comprises a service package, each with a specified scope and service period. Packages as well as their prices may concern both programs of the GCA, as well as the CAD, and will be proposed in the form of a written offer (the "Offer") to the Partner.

• 2.2.2 - License: A License comprises a service package within the scope of the "Essentials" program of the GCA, each with a specified scope of services and with a service period of one (1) year. Service packages as well as their prices are proposed in the form of an Offer to the Partner.

• 2.2.3 - Registration: A Registration comprises one or more registrations for Masterclasses of the GCA in a specific service period. Offers for Registrations can either be made in the form of an Offer to the Partner or in the form of an online store (the "Webshop").

2.3 - These GTC shall form an integral part of the contractual arrangements between the Partner and Glacier and shall, without a separate agreement, form the basis of all services provided by Glacier to the Partner, insofar as they do not contradict the content of the Offer.

3. Scope of Our Services

3.1 - Glacier shall submit to the partner an offer with a specified service package and its price.

3.2 - The scope and nature of the Services to be provided by Glacier, as well as the costs for the Services, shall be based exclusively on the offer accepted by the Partner and signed by the latter.

3.3 - The learning content provided in each case (includes - among other things and not exhaustively listed here - videos and written documents) is available to the partner for the respective service period. For this period, Glacier grants the partner permission to use the work for the services defined in the offer.

3.4 - Glacier's services may, if specified in the offer, take the form of Packages, Licenses, or Registrations.

4. Costs and Terms of Payment

4.1 - The costs for services provided by Glacier shall be based on the offer made by Glacier to the Partner.

4.2 - Travel costs and cash expenses shall be reimbursed to Glacier only on an occasion-related basis and with the Partner's prior consent.

4.3 - The remuneration or fee contained in the accepted Offer shall be paid within 14 days of the date of the invoice (received), without deductions, to the account stated in the invoice, quoting the invoice number.

4.4 - In the event of default in payment by the Partner, the statutory default interest shall apply.

4.5 - In the event that the Partner violates clause 5.3, Glacier shall have the right to demand compensation for damages in the amount of twice the contract volume. The terms of payment shall be applied analogously to the offer.

5. Use of the Platform

5.1 - The Partner shall be granted the non-exclusive, non-transferable, non-sublicensable right, limited to the term of the contract, to use the Platform in unmodified form and within the scope of the functions provided and to use the Platform during the term of the contract and exclusively within the scope of the contractual services and to make it available to its employees ("Registered Users").

5.2 - The Partner shall receive the respective right to use the platform and provide access to the contractually defined number of employees. Beyond the specified performance period, the Partner shall not incur any further work use authorizations, neither for a natural person nor for a legal entity, unless expressly agreed otherwise.

5.3 - The Partner is not permitted to make the access or usage authorization assigned to him or his employees available to third parties for sole or joint use. Transfer of data for third parties is not permitted; this does not affect the Partner's right to freely decide on possible data exchange partners and data types.

5.4 - Registered Users must treat security information (such as user name and password) confidentially and may not pass it on.

5.5 - The Partner is not permitted to make changes, extensions, or other interventions of any kind in the Platform. Glacier shall be entitled at any time to carry out the measures just mentioned for the purpose of providing the service in accordance with the contract, in particular updates of any kind.

5.6 - The Partner shall not acquire any copyright exploitation rights or other exploitation rights to any further development of Glacier's existing Platform or to any Platform individually developed by Glacier for the Partner, even if such platform was developed on behalf of or at the suggestion of the Partner.

5.7 - Should the Partner be involved in the development of the Platform in any way whatsoever, the Partner shall transfer to Glacier all intangible property rights of exploitation that have arisen in the cooperation with Glacier, so that Glacier shall continue to be entitled to all intangible property rights of use and exploitation worldwide. To the extent that intangible property exploitation rights are nevertheless transferred to the Partner for whatever reason, the Partner hereby assigns to Glacier (by way of assignment of future rights) all intangible property exploitation rights that have arisen in full, or the partner grants Glacier an exclusive, irrevocable, temporally, factually and geographically unrestricted and free-of-charge right to use the intangible property exploitation rights that have arisen.

5.8 - Costs incurred as a result of unauthorized use of the services provided by Glacier shall be borne by the Partner if and to the extent that the Partner is culpably responsible for the unauthorized use.

5.9 - Glacier reserves the right to change or withdraw access to the platform if these GTC are violated.

6. Operating hours and Service Intervals

6.1 - Glacier does not guarantee that the Website or the Platform will be accessible and operational without interruption and for an unlimited duration. The availability of the Website or Platform may be limited due to scheduled maintenance and service and unscheduled outages. If access to the Website or Platform is limited or unavailable due to scheduled maintenance and service work, Glacier will notify the Partner in advance.

6.2 - In the event of an unplanned outage (e.g. server failure), Glacier will notify the Partner to the extent possible in the ordinary course of business. Glacier will endeavor to remedy the disruption as quickly as possible.

7. Liability and Warranty

7.1 - GCA's continuing education program content has been prepared for informational and educational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any security, product, service, or investment. The opinions expressed in our content do not constitute investment advice and independent advice should be sought where appropriate.

7.2 - We accept no liability for any actions taken as a result of viewing any Content. We will not be liable for any loss or damage caused by your acting or failing to act as a result of GCA's continuing education programs. You acknowledge that you use the information we provide at your own risk.

7.3 - The information we publish comes in part from experts in science, business, politics, and the media. We therefore cannot guarantee or warrant the accuracy, completeness, or suitability for any particular purpose of the information we provide as part of GCA's continuing education courses. You acknowledge that such information may contain inaccuracies or errors, and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

7.4 - Partner is solely responsible for the content that Partner provides to Glacier or posts to the Platform. The Partner provides the content in its own name, for its own account, and at its own risk.

7.5 - Glacier's liability for personal injury and for claims under the Produkthaftungsgesetz (PHG) according to Austrian Law shall remain unaffected by the aforementioned provisions.

7.6 - The Partner may assert warranty claims within the statutory warranty period for defects pursuant to § 922 ff AGBG of Austrian law.

7.7 - The limitations of liability mentioned in this Section 7 do not apply in case of injury to life, body, or health.

8. Indemnification for Content

8.1 - The Partner shall fully indemnify and hold Glacier harmless from any liability for illegal and incorrect content that the Partner publishes using Glacier's services. This shall apply in particular to claims for infringement of industrial property rights, copyrights or trademark rights, patents, or similar rights of third parties.

9. Duration and Termination of the Contract

9.1 - Unless explicitly agreed otherwise, the contract between Glacier and the Partner shall come into force on the day of acceptance of the offer by signing the Offer by the Partner and shall be concluded for a period of one (1) year.

9.2 - If the subject matter of the contract is a Package or a License, the contract shall be automatically extended by one year if the Partner or Glacier does not terminate the contract in writing by giving one (1) month's notice to the end of each contract year.

9.3 - Registrations for the GCA relate to the service period of the respective Registration and are excluded from the automatic renewal. Individual Registrations for the GCA via the Webshop are excluded from the automatic renewal in section 6.2.

9.4 - The contract may be terminated prematurely by the Partner and by Glacier for good cause with immediate effect (extraordinary termination).

9.5 - Good cause entitling Glacier to extraordinary termination shall be deemed to be, in particular, non-payment of the agreed fee by Glacier and, in particular, failure by Glacier to provide the agreed services as specified in the service package by the Partner, whereby the respective defaulting contractual party shall be sent a written request (e-mail to hello@glacier.eco shall suffice) to establish conduct in conformity with the contract, setting a reasonable grace period, prior to extraordinary termination.

10. Confidentiality

10.1 - Should the disclosure of confidential information become necessary in the course of the performance of services under the contract, the Partner and Glacier shall, at the request of the disclosing party, enter into a customary confidentiality agreement in advance.

11. Intellectual Property Rights

11.1 - Except as otherwise provided in clauses 1 and 5 of these GTC, Partner, and Glacier each acknowledge, for themselves and their successors in title, that all rights, titles, expectant rights, and other interests in and to their cooperation, know-how, trade secrets, patent, copyright, trademark or other proprietary or intellectual property rights are the sole and exclusive property of the respective providing contractual party and the provision thereof shall therefore in no way be deemed to grant a license or any other right of use whatsoever therein.

12. Trademark Use

12.1 - Glacier authorizes the Partner to use the logo of Glacier as well as of the CAD during the service period and to refer to itself as a "Partner" of Glacier as well as a "Participant" in the CAD. Glacier will provide the Partner with the applicable guidelines for trademark use.

12.2 - Changes to logos and marks are not intended and may only be made in consultation with and with the consent of Glacier.

12.3 - Partner authorizes Glacier to name it in publicity as a customer as well as a participant in the CAD during the service period. Exceptions for specific purposes are to be announced by the Partner to Glacier.

13. Changes to these GTC

13.1 - Amendments to these GTC shall be notified to the Partner in writing no later than two weeks before the proposed date of their entry into force. The Partner shall be deemed to have given its consent if the Partner does not express its rejection of the amendments prior to the proposed effective date or if it continues to use the Website or Platform after the amended GTCs have come into effect. Glacier shall make specific reference to this circumstance when notifying the Partner of the amended GTCs.

13.2 - Glacier may amend these GTCs with immediate effect without complying with the notice period referred to above if (i) Glacier is subject to legal or regulatory obligations under which Glacier is required to amend the GTC that prevent Glacier from complying with the two-week notice period referred to in clause 13.1 of these GTC or if (ii) Glacier exceptionally needs to amend these GTC to address an unforeseen and imminent threat related to the protection of online intermediary services, the protection of partners from fraud, malware, spam, breaches of the protection of (personal) data or other cybersecurity threats.

14. Final Provisions

14.1 - These GTC shall be governed exclusively by Austrian law, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

14.2 - The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and Conditions shall be Vienna.

14.3 - The possible invalidity of individual provisions shall not affect the validity of the remaining GTC. The invalid or missing provisions shall be replaced by the respective statutory provisions.