ClimeNow General Terms & Conditions (GTC)
§ 1 Parties & Definitions
Plain-English – These terms are for businesses only. When you buy LaunchPad you’re dealing with ClimeNow GmbH in Munich.
“You” means your startup or its holding company, not you as a private individual.
Legal wording
1.1 “ClimeNow”, “we”, “us” means ClimeNow GmbH, Luise-Ullrich-Strasse 20, 80636 Munich, Germany, HRB 284 123.
1.2 “Client”, “you”, “your” means the commercial entity accepting these GTC.
1.3 These GTC apply exclusively to traders and entrepreneurs(§ 14 BGB). Consumers (§ 13 BGB) are excluded.
1.4 “Services” are the modular offerings described in § 2.
1.5 “Deliverables” are the digital outputs generated by a Service.
§ 2 Services & Scope
Plain-English– ClimeNow sells clearly packaged, fixed-scope services. All extras (like legal drafting or deck design) require a short SOW.
Legal wording
2.1 ClimeNow supplies Modules A and B as described in the Order or Service Description.
2.2 Services exclude legal drafting, tax opinions, accounting, graphic design, investor outreach, or any bespoke consulting unless agreed in a written Statement of Work (“SOW”).
2.3 Workshops or live meetings are included only if expressly listed in the Order or SOW.
Informative Product Overview (non-binding)
A. LaunchPad
360°Diagnostic:
Investor-Grade Report across 10 readiness dimensions & investor signals. Spot gaps, showstoppers, and unlocks before investors do.
Capital Fit Map:
Capital strategy, benchmarked and validated. Score 13 funding paths, size your round, and align your ask.
Masterplan:
From clarity to traction. Pre-built OKRs link priorities, owners, and unlocks - so you execute and raise in sync.
B. LaunchPad Pulse
Quarterly 360° Diagnostic Re-scans
Regular investor-grade re-scans across 10 readiness dimensions & key investor signals. Stay ahead of gaps, risks, and showstoppers proactively.
Continuous Capital Fit Mapping
Dynamic updates to your capital strategy. Real-time scoring of funding paths, round sizing, and investor alignment as your startup evolves.
Masterplan PulseOngoing clarity to traction: Continuous OKR tracking, alerts, and insights. Ensure execution stays perfectly aligned with fundraising milestones.
Ideal Investor Persona Updates
Regular adjustments and reshaping of your investor persona, keeping you sharply focused on optimal investor fit as you scale.
§ 3 Ordering & Payment
Plain-English –You pay everything up-front by Stripe. Pulse is month-to-month and can be cancelled after three months with 30 days’ notice. If a payment is overdue for more than a week we pause the work until it’s sorted.
Legal wording
3.1 An Order is placed when Client (a) completes the Stripe checkout, (b)signs ClimeNow’s order form, or (c) issues a PO referencing these GTC.
3.2 Fees for Module A and the first Pulse Term are due immediately in full; VAT will be added where applicable.
3.3 Module B(Pulse) is billed in advance each calendar month (“Pulse Term”) and auto-renews. Either party may terminate Pulse with thirty (30) days’ written notice effective at the end of the current Pulse Term, provided a minimum of three Pulse Terms have elapsed.
3.4 Payments more than seven (7) calendar days late may trigger suspension of Services; interest accrues per § 288 II BGB.
3.5 Except as stated in § 14, fees are non-refundable.
§ 4 Client Obligations
Plain-English –To keep timelines tight you must upload accurate data on schedule. If you’re late, our deadline moves. You must also have the right to share that data.
Legal wording
4.1 Client shall provide all requested information (“Client Data”)accurately and promptly.
4.2 If Client Data is delivered more than five (5) Business Days late, all ClimeNow delivery dates shift by the delay period.
4.3 Client warrants it owns or is authorized to disclose Client Data and that disclosure does not infringe third-party rights.
§ 5 Delivery & Acceptance
Plain-English –Deliverables arrive by download link or e-mail. You get five business days to review and can ask once for five more. If we don’t hear back the work is deemed accepted.
Legal wording
5.1 Delivery occurs when ClimeNow makes Deliverables available for download or e-mails them to the contact stated in the Order.
5.2 Deliverables are deemed accepted when (a) Client confirms in writing, or (b) five (5) Business Days elapse without written defect notice.
5.3 Client may obtain one (1) five-Business-Day extension by written request within the initial review period.
5.4 Defect notices must detail the issue; ClimeNow will remedy material defects within a reasonable time.
§ 6 IP Rights, Licence & Indemnity
Plain-English – All underlying IP stays with ClimeNow. Once paid, you can use the outputs forever inside the company and with investors. If someone claims our templates infringe their IP we’ll defend you, but only up to the liability cap. Also: you may not reverse-engineer, copy or repurpose our tech.
Legal wording
6.1 All intellectual-property rights in ClimeNow’s software, templates, scoring logic, prompts, benchmarks and know-how remain with ClimeNow.
6.2 Upon full payment, Client receives a perpetual, worldwide, non-exclusive, non-transferable licence to use Deliverables for internal operations and investor communications.
6.3 Client must not resell, sublicense or publicly publish Deliverables without ClimeNow’s written consent.
6.4 IP-Indemnity – ClimeNow will defend Client against third-party claims alleging Deliverables infringe intellectual-property rights, provided Client (i) notifies ClimeNow promptly, (ii) grants sole control of defense, and (iii) assists as reasonably requested. ClimeNow may modify Deliverables to avoid infringement. Liability is limited per § 8.
6.5 The Client agrees not to decompile, disassemble, reverse engineer, or attempt to derive the source code, structure, logic, prompts, scoring engine, survey instruments, action plans, benchmark models, capability frameworks, or execution methodologies contained in or delivered through ClimeNow’s software, tools, or service outputs. The Client shall not use the Services or any part thereof to develop, train, or advise on a competing product, derivative work, or internal replica.
6.6 Breach of § 6.5 triggers immediate suspension of Services and exposes the Client to statutory and injunctive remedies under German and EU trade-secret law.
§ 7 Expert-Grade Output & Professional Boundaries
Plain-English –LaunchPad reports are built by seasoned ClimateTech fund-raising operators, but they aren’t formal legal, tax or investment advice. You still need specialists for those areas. And no — we don’t pitch to investors for you. We equip you with clarity and readiness so that you and your team own the process.
Legal wording
7.1 ClimeNow shall perform Services with commercially reasonable skill and care using personnel experienced in ClimateTech fund-raising and company building and scale-up.
7.2 ClimeNow is not engaged in legal practice (§ 2BRAO), public accounting (§ 2 WPO), tax consultancy (§ 1 StBerG) or investment brokerage (§ 2 WpIG).
7.3 Deliverables are strategic analyses and recommendations. Responsibility for legal, tax and regulatory compliance remains with Client.
7.4 ClimeNow does not provide fundraising, brokerage, or investor outreach services. LaunchPad supports Client in clearly distilling its funding readiness, archetype, funding strategy, ideal investor profile, and execution plan. However, investor communication, negotiation, and deal-closing responsibilities remain solely with the Client. Investors expect founders at the table, not consultants. Clarity is the key differentiator.
§ 8 Warranty, Remedies & Liability
Plain-English – If we miss the agreed spec we’ll fix it or credit you. Our maximum liability is what you paid us in the past year. For “cardinal duties” breached by slight negligence we cover typical losses up to twice that amount. We never cover lost profits or other indirect damages unless required by law.
Legal wording
8.1 ClimeNow warrants Deliverables will substantially conform to § 2 upon delivery.
8.2 Exclusive remedy for breach of § 8.1 is, at ClimeNow’s option: (a) rectification at no cost, or (b) credit of the relevant Module fee against future Pulse invoices.
8.3 Except as stated in § 8.5, ClimeNow’s total liability in contract, tort or otherwise is limited to the fees paid by Client in the twelve (12)months preceding the event. For slight negligence of cardinal duties (Kardinalpflichten), liability is limited to typical, foreseeable damage not exceeding two (2) times those fees.
8.4 Exclusion of certain damages. ClimeNow shall not be liable for indirect ,consequential, exemplary, or lost-profit damages unless they result from (i) ClimeNow’s intent or gross negligence, or (ii) ClimeNow’s slight negligence in breaching a cardinal duty, in which case § 8.3 sentence 2 applies.
8.5 Mandatory liability (Product-Liability Act, injury to life/body/health, § 64 GmbHG) remains unaffected.
§ 9 Confidentiality, Security & Data Protection
Plain-English – We treat all data you share—financial models, operational metrics, survey answers—as confidential business information. We don’t ask for personal data and we’re not ISO-certified, but we do use industry-standard security (encrypted storage, role-based access, regular backups). Trade secrets stay protected for as long as they remain secrets.
Legal wording
9.1 Confidentiality Obligation. Each party shall keep the other party’s Confidential Information strictly confidential and use it solely to perform this Agreement for a period of five (5) years after disclosure or, for information that is a trade secret under the German Trade-Secret Act, for as long as it remains a trade secret, whichever is longer.
9.2 Exclusions. Confidential Information does not include information that (i) is or becomes public without breach, (ii) was lawfully known by the receiving party before disclosure, (iii)is independently developed without use of Confidential Information, or (iv) is lawfully obtained from a third party without duty of confidentiality.
9.3 Permitted Disclosure. A party may disclose Confidential Information to its employees, advisers, and affiliates on a need-to-know basis, provided such recipients are bound by equivalent confidentiality obligations.
9.4 Information-security measures. ClimeNow implements commercially reasonable technical and organisational measures, including TLS-encrypted data in transit, AES-encrypted storage at rest, weekly off-site backups, and role-based access controls. ClimeNow may engage vetted sub-processors in the EU or in jurisdictions covered by an EU-adequacy decision; a current list is available on request.
9.5 Personal-data fallback & DPA. ClimeNow processes founder ownership percentages, experience profiles, and role-based ratings as part of the Services. These are evaluated at company level and presented in pseudonymized or role-linked form only. If such information qualifies as personal data under Regulation (EU) 2016/679 (“GDPR”),ClimeNow will process it solely for providing the Services and in accordance with the standard Data Processing Addendum (“DPA”) to be executed within fourteen (14) calendar days.
Schedule A – Data Processing Addendum (DPA) Summary:
(a) Purpose limitation (data is used solely for performing the Services);
(b) Access controls (data access is restricted to authorized personnel on a need-to-know basis);
(c) Pseudonymization and encryption (all data in transit and at rest is secured);
(d) Sub processor transparency (list available on request; sub processors only in EU/adequate jurisdictions);
(e) Data subject rights (ClimeNow will support Client in fulfilling data access, rectification, and deletion requests).
9.6 Deletion / return on request. Within thirty(30) calendar days after termination or upon written request, ClimeNow will delete or return all Client Confidential Information, except where statutory retention duties apply.
§ 9a Non-Solicitation
Plain-English – Please don’t poach our people for a year. If you do, you pre-agree to pay damages equal to six months of their salary, which we both consider a fair estimate of rehiring cost.
Legal wording
9a.1 Client shall not, without ClimeNow’s written consent, solicit for employment or engage any ClimeNow employee involved in the Services during the term and for twelve (12)months thereafter.
9a.2 Breach triggers liquidated damages equal to six (6) months of the employee’s last gross salary, agreed by the parties as a reasonable pre-estimate of recruitment and onboarding cost, not a penalty.
§ 10 Term & Termination (Pulse)
Plain-English – LaunchPad ends when it’s delivered. Pulse continues until cancelled with 30-days’ notice. Either party can end things sooner if the other side materially breaches and doesn’t fix it within 14 days.
Legal wording
10.1 Agreement for Modules A terminate upon acceptance of the Deliverables.
10.2 Module B (Pulse) continues until terminated in accordance with § 3.3.
10.3 Either party may terminate the Agreement for cause with immediate effect if the other party materially breaches and fails to cure within fourteen (14) calendar days of written notice.
§ 11 Force Majeure
Plain-English – No one is liable for delays caused by events outside human control (pandemics, wars, internet blackouts).
Legal wording
11.1 Neither party is liable for delay or failure caused by events beyond reasonable control, including natural catastrophes, acts of war, terrorism, pandemic, labor disputes or internet outage, provided prompt notice is given.
§ 12 Governing Law, Venue & Language
Plain-English – German law applies; disputes go to Munich courts. The governing language is English as long as no other language is requested by court officials.
Legal wording
12.1 This Agreement is governed by German substantive law; CISG is excluded.
12.2 Exclusive venue is Munich, Germany (§ 38 ZPO).
12.3 Contract language is English; German translations do not prevail.
§ 13 Amendments
Plain-English– We may update these GTC to reflect changes in our services, law, or market practice. You’ll get 30 days’ notice. If you object, you can finish your current term under the old terms. We’ll flag any significant changes upfront.
Legal wording
13.1 ClimeNow may amend these GTC at any time by providing the Client with thirty (30) calendar days’ prior written notice. Unless the Client objects in writing before the end of the notice period, the amended GTC shall take effect on the stated effective date.
13.2 In the event of a timely objection under § 13.1, the version of the GTC in effect prior to the amendment shall remain applicable until the end of the then-current Pulse Term. Continued use of the Services thereafter shall require acceptance of the updated GTC or the execution of a mutually agreed written amendment.1
3.3 For amendments that (a) materially reduce the Client’s contractual rights or (b) significantly increase the Client’s commercial obligations, ClimeNow shall explicitly highlight the nature and impact of such changes in its notice. If no such impact exists, a general summary of changes shall suffice. Material amendments shall not apply retroactively.
§ 14 Founder-Happiness Pledge
Plain-English– If you feel LaunchPad didn’t meet the mark, let us know within a week. We’ll fix it or give you full credit.
Legal wording
14.1 The Client may invoke this pledge by written notice within seven (7) calendar days of delivery of Modules A or B, stating that the Deliverables did not meet expectations.
14.2 ClimeNow will either (a) revise the Deliverables within ten (10) Business Days, or (b) credit one hundred percent (100%) of the applicable Module fee. ClimeNow will refund the original Module fee within thirty (30) calendar days.
§ 15 Publicity
Plain-English– We may reference your name, logo, or anonymized case study unless you ask us not to. Just send us an e-mail and we’ll fully respect it—no questions asked.
Legal wording
15.1 Each party may publicly disclose the existence of the commercial relationship.
15.2 Unless the Client objects inwriting, ClimeNow may reference the Client’s name and logo in presentations, pitch decks, or on its website and social media channels for the purpose of how casing Client collaborations.
15.3 ClimeNow may also describe the Client’s use of the Services, including anonymized performance outcomes or testimonials, in case studies or public materials. The Client may opt out of such use at any time by written notice, effective upon receipt.
§ 16 Service-Level Snapshot (informative only)
Plain-English– Here’s what you can typically expect in terms of turnaround and response times. This is for orientation only and not legally binding.
Legal wording
The following overview provides indicative timelines for key outputs under the LaunchPad and Pulse modules. These service levels are non-binding and provided for reference only.
PDF delivery: Your first LaunchPad report lands in your inbox in under two business days. Pulse keeps the same sub-two-day promise every time it generates a new report.
Support SLA: Whether you’re on LaunchPad or Pulse, questions get an answer in less than one business day.
§ 17 Contact
Plain-English– Here’s how to reach us if you need anything.
Legal wording
ClimeNow GmbH
Luise-Ullrich-Strasse 20, 80636 Munich, Germany
Tel: +49 (89) 72 30 94 58
Email: legal@climenow.com
Commercial Register: HRB 284 123 (Amtsgericht München)
VAT ID: DE327654321
§ 18 General Provisions
Plain-English– This section handles the legal housekeeping. It confirms the written contract rules, handles invalid clauses, specifies which obligations survive, and confirms we carry liability insurance.
Legal wording
18.1 Entire Agreement – These GTC, together with the Order and any applicable Statement of Work (SOW), constitute the entire agreement between the Parties and supersede all prior proposals, negotiations, or communications, whether written or oral.
18.2 Severability – If any provision of these GTC is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall replace the invalid provision with one that most closely reflects its original economic intent.
18.3 Survival – The following provisions shall survive termination of the Agreement: §§ 6, 8, 9,9a, 14, and 18.
18.4Insurance –ClimeNow maintains professional liability insurance appropriate to the nature and scope of its Services. Proof of coverage is available upon written request.
