§ 1 Parties & Definitions Plain-English — B2B only. When you buy ClimeNow DD⁺ you contract with ClimeNow GmbH in Munich. “You” = your company, not you personally. Legal wording 1.1 “ClimeNow”, “we”, “us” = ClimeNow GmbH, Luise-Ullrich-Strasse 20, 80636Munich, HRB 284123. 1.2 “Client”, “you”, “your” = commercial entity accepting these GTC (§ 14 BGB only). 1.3 “These GTC” apply exclusively to business customers. 1.4 “Services” = modules described in § 2 provided via the ClimeNow Execution Intelligence System™ and expert-validated by independent specialists. 1.5 “Deliverables” = digital outputs (Execution Report, Capital Stack, Gate Execution Plan etc.). 1.6 “Validation Partner” = approved expert acting as ClimeNow Sub-Processor under Art. 28 (4) GDPR. 1.7 “Institutional Client” = fund, family office or corporate using the Services for portfolio or target analysis. 1.8 “Day” = weekday banks open in Munich.
§ 2 Services & Scope Plain-English — In five days we deliver a Go / Conditional / Pass assessment with Leadership + Team + Operational DD, Capital Stack design and Gate Execution Plans. System-enabled, expert-validated, execution-ready.
A. ClimeNow DD⁺ (5-Day Scan–Plan–Build) - Scan: Readiness diagnostic across leadership, team, operations & governance. - Plan: Capital Stack design (equity / debt /non-dilutive) incl. round sizing & path options. - Build: Gate Execution Plan with actions and milestones → Go / Conditional/ Pass.
2.1 Excluded: legal, tax or investment advice, brokerage, accounting unless in a written SOW. 2.2 Workshops only if listed in Order or SOW. 2.3 For all types of Clients, ClimeNow may use aggregated non-identifying data for benchmarks.
§ 3 Ordering & Payment Plain-English — 50 % on order / 50 % after delivery (12 days). Fundsmay request Net-30. Legal wording 3.1 Order is binding when Client signs Order Form or PO referencing these GTC. 3.2 Module A – 50 % on order; 50 % within 12 days after delivery (+ VAT). 3.3 Module B – pre-billed each month / quarter; auto-renews; terminable afterthree terms with 30-day notice. 3.4 Late > 7 days → service pause permitted;default interest per § 288(2) BGB applies.Statutory interest rights under § 288(6) BGB remainunaffected. 3.5 Fees non-refundable except § 14. 3.6 Framework contracts possible via SOW.
§ 4 Client Obligations Provide accurate data on schedule; delays shift timelines (§19). Client warrants lawful authority to share all information.)
§ 5 Delivery & Acceptance Delivery via download link or e-mail. Client acceptance occurs upon: (a) written confirmation of satisfaction, or (b) five (5) Business Days after delivery without material defect notice. One five-day extension available on request.
Defect Notification: Client must notify ClimeNow of material defects in writing within five (5) Business Days of delivery, specifying the defect with reasonable detail.
Remedy: ClimeNow shall correct material defects within ten (10) Business Days. If correction proves impossible, Client receives pro-rata fee credit. Service suspension does not apply for defect remediation periods.
§ 6 Intellectual Property & Licence All methodologies, templates, logic and frameworks of the ClimeNow Execution Intelligence System™ remain ClimeNow’s exclusive property. Upon full payment Client receives a perpetual, world-wide, non-exclusive,non-transferable licence for internal use (including board and LP disclosureunder confidentiality). No reverse-engineering, resale or repurposing. Breach → suspension +trade-secret remedies. Anonymized aggregated data may be used for industry benchmarks unless Client opts out in writing.
§ 7 Professional Boundaries ClimeNow provides Execution intelligence only – not legal, tax or regulated investment advice (§§ 2 BRAO, WPO, StBerG, WpIG). Client retains responsibility for fundraising and investment decisions.
§ 8 Warranty & Liability Deliverables shall substantially conform to § 2. Remedy for material defects = correction within ten (10) Business Days or credit equivalent to fees paid.
Liability Cap: Total liability limited to fees paid in the preceding 12 months. For cardinal duties (Kardinalpflichten—proper execution of DD+ methodology, timely delivery, data confidentiality)—liability capped at 2× fees paid.
Carve-Outs: This cap does not apply to: (i)intentional misconduct or gross negligence; (ii) death or bodily injury; (iii)Product Liability Act claims; (iv) breach of confidentiality causing trade-secret loss; (v) mandatory statutory claims under German law.
No Indirect Loss: Neither party liable for indirect, consequential, or lost-profit damages unless mandatory law applies.
Insurance: Professional indemnity insurance maintained; proof available on request.
§ 9 Confidentiality & Data Protection Each Party keeps Confidential Information strictly confidential for five (5) years or as long as trade secret status persists. Permitted disclosure = employees / advisors bound by equivalent duties.
Data-Protection Framework - Client = Controller; ClimeNow = Processor (Art. 28 GDPR). - Validation Partners = Sub-Processors under Art. 28 (4) GDPR. - All Sub-Processors bound by equivalent TOMs, confidentiality, and 72-hour breach notice. - Processing limited to EEA / adequacy jurisdictions. - Notice Window: Client notified ≥ 10 Business Days before Sub-Processor change and may object on reasonable GDPR grounds. - Security = TLS encryption in transit, AES at rest, role-based access, weekly off-site backups, BCP for data restoration. - Deletion / return within 30 days after termination unless law requires retention. - Audit rights = documentary / remote only; no on-site audits unless legally mandated.
§ 9a Non-Solicitation The Client agrees not to actively solicit for employment any ClimeNow staff materially involved in delivering Services for twelve (12) months after Service termination. Should such solicitation lead to employment, the Client shall pay ClimeNow a reasonable estimate of actual recruitment costs, unless the Client proves lower damages. This does not restrict general job advertising or unsolicited applications.
§ 10 Independence & Conflicts ClimeNow has no financial interest in Client or competitors. Any potential conflict → immediate disclosure; Client may terminate pro rata for conflict.
§ 11 Compliance (ABAC / AML / Sanctions / ESG) Each Party complies with anti-bribery, anti-money-laundering and sanctions laws (UK Bribery Act, FCPA, EU AML Directive) and maintains controls preventing facilitation payments. Both support basic ESG and Modern Slavery principles. Breach = termination for cause.
§ 12 Assignment & Change of Control Client may assign rights to affiliates or successors with notice. ClimeNow requires Client’s written consent for assignment (not unreasonably withheld).
§ 13 Reliance Letter Option Upon Client request and for an agreed fee, ClimeNow may issue a Third-Party Reliance Letter for LP / IC use limited to methodology and factual findings, subject to § 8 liability caps. No third-party reliance otherwise.
§ 14 Founder-Happiness Pledge If Deliverables don’t meet expectations (notified within 7days), ClimeNow will revise or credit 100 % toward future Pulse invoices; unused credit → 50 % refund after six months.
§ 15 Force Majeure No liability for delay from events beyond reasonable control (natural disaster, war, pandemic, internet outage) if prompt notice given.
§ 16 Publicity Scaleups = opt-out model (any email request ends use).Institutional Clients = opt-in only (prior written consent for any reference).No client data disclosed without consent.
§ 17 Service Levels (informative) - PDF Delivery: ≤ 5 BD for ClimeNow DD+ / ClimeNow DD+ Pulse - Support Response: ≤ 1BD for ClimeNow DD+ / ClimeNow DD+ Pulse BD = Business Day
§ 18 Governing Law & Venue German law applies; CISG (United Nations Convention on Contracts for the International Sale of Goods" (Wiener UN-Kaufrecht) excluded; exclusive venue Munich (§ 38 ZPO); contract language English.
§ 19 Amendments & Severability 30-day written notice for GTC changes; Client may object and complete current term under previous version. Invalid provisions → replaced by closest valid equivalent. Surviving clauses: §§ 6, 8–13, 16–18.
§ 20 Input Standards & Validation “Completed Input” = all forms filled, financial actuals +targets consistent, pitch deck current. ClimeNow checks within 4 hours; 48-houranalysis starts after Kick-off. Incomplete data pauses clock; deadlines shift accordingly.
§ 21 Referral Program (for Scale-ups) Successful referral = third party orders and pays Module A. Reward = one free quarterly Pulse update (credited within 30 days). Non-transferable, no cash redemption.
§ 22 Service Expectations & Limitations ClimeNow provides clarity, not fundraising guarantees. Market conditions and investor chemistry remain outside control. Investor communication and deal closing are Client’s responsibility.
§ 23 Order of Precedence In case of conflict between documents, the following binding order applies:(i) These GTC (Main Agreement) (ii) Data Processing Addendum (DPA) pursuant to Art. 28 GDPR (iii) Statement of Work (SOW) or specific Order Form / Offer Sheet (iv) Email confirmations or written amendments (if dated after GTC execution)Later-dated, specifically-signed documents supersede earlier versions. Client-specific amendments must reference these GTC and be signed by both parties to be valid.
§ 24 Business Continuity & Insurance ClimeNow maintains secure off-site backups and business-continuity measures to restore data and Deliverables within commercially reasonable time. Professional liability insurance appropriate to the Services is maintained; proof available on request.
Schedule A – Data Processing Addendum (DPA) Summary Client = Controller; ClimeNow = Processor; Validation Partners = Sub-Processors. Purpose limitation, TOMs per Art. 32 GDPR, breach ≤ 72 h, EEA/adequacy only, data-subject rights support, deletion after termination. Full DPA forms integral part of these GTC.
