The online platform „supplier+s” available at www.supplier-s.io (hereinafter “Platform”) is a digital service provided by ctrl+s GmbH, Lohmühlenstr. 65, 12435 Berlin, Germany (hereinafter “ctrl+s”). The use of the Platform is only permitted in accordance with the following terms of use as amended from time to time (hereinafter “Terms of Use”). ctrl+s reserves the right to amend the Terms of Use at any time. Notice of the amendment of the Terms of Use shall be given in an appropriate form.

1. Subject of the Service

1.1. The Platform is a web tool supporting companies (hereinafter “Lead Firms”) to decarbonize their supply chains, to calculate greenhouse gas emissions, to engage with suppliers and to select suppliers based on carbon performance. Lead firms can invite their suppliers (hereinafter “Suppliers”) to register on the Platform and to answer questions and upload data regarding their carbon emissions and mitigation measures in a precisely defined format. Purpose of the Platform is to serve as a data sharing hub to facilitate the necessary exchange between independent actors to meet the requirements of carbon management and disclosure as set by international standards like the Greenhouse Gas Protocol, CDP, Science Based Targets initiative (SBTi).

1.2. ctrl+s provides the Platform to Suppliers free of charge on the internet. On the basis of these Terms of Use, the Platform may only be used by Suppliers for the following purposes:

a) Suppliers provide information via a self-assessment (hereinafter “Self-Assessment”) on their carbon emissions, existing and planned mitigation measures and carbon performance and share it with one or more Lead Firms. 

b) Optionally, Suppliers may also make use of the provided Platform feature to calculate and analyze their corporate carbon footprint (hereinafter “Carbon Accounting”, covering scope 1, scope 2, scope 3 upstream). In this case, Suppliers may enter additional data concerning energy consumption, turnover, and/or procurement details. 

c) On top of that, Suppliers may also use the limited trial version of the supply chain management (hereinafter “Supply Chain Management”) and choose to invite their own suppliers (hereinafter “Sub Suppliers”) to the Platform. This feature allows determining the carbon performance of Sub Suppliers due to their carbon reduction measures. In this case, Suppliers may enter master data of their Sub Suppliers which may potentially include personal data of their contact persons.

1.3. While the Self-Assessment is the essential part of successfully answering to an invitation by a Lead Firm, the other features are optional add-ons that a Supplier may choose or reject to use. The Carbon Accounting (clause 1.2 b) can be used independently, but it may also serve as an entry point for the Supply Chain Management (clause 1.2 c), helping to identify the most relevant Sub Suppliers and their share of emissions. 

1.4. Any other use of the Platform (beyond Self-Assessment, Carbon Accounting, trial version of Supply Chain Management) requires the express consent of ctrl+s and may be subject to additional terms of use.

1.5. ctrl+s has stored the Platform on a server and keeps it available for the Supplier for access. Although ctrl+s endeavours to always ensure a technically smooth and trouble-free operation regarding the Platform, ctrl+s cannot guarantee its functionality and availability. The Supplier has no right to uninterrupted availability.
 

2. Rights of Use and Restrictions

2.1. The Supplier can authorise one or more individuals (hereinafter “Users”) to enter data into the Platform on his behalf. Each User receives individual access data for the use of the Platform (hereinafter “Access Data”). Access Data may not be disclosed to third parties.

2.2. ctrl+s grants the User a simple user right to the Platform only for the duration of the use of the Platform. The User may use the Platform exclusively for posting data on the Platform on behalf of the Supplier (hereinafter “Supplier Data”).

2.3. Supplier and User shall not be granted any further rights of use to the Platform. In particular, copying, distributing, renting, lending, selling, transferring, sublicensing or processing the Platform and/or the components contained in the Platform, such as software, data or algorithms, is not permitted. In addition, decompiling, disassembling, reverse engineering, or any other action that enables the re-creation, identification or discovery of source code, underlying ideas, technologies or algorithms contained in the Platform is not permitted without the express written consent of ctrl+s. Furthermore, Supplier and User are prohibited from accessing and using the Platform to create or support, directly or indirectly, products or services competing with ctrl+s. Any further use not explicitly permitted in these Terms of Use requires the prior written consent of ctrl+s.

3. Acceptable Use

3.1. Any User is obliged to

- not use a false identity to gain access to the Platform;

- carefully store Access Data and security tokens and protect them from unauthorized access, disclosure or use; and

- not circumvent or disclose the authentication or security of its user account, the underlying technology or any host, network, or account related thereto.

3.2. The User will not use, or encourage, promote, facilitate, or instruct others to use the Platform for any illegal, harmful, or offensive use or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive.

3.3. The User will not use the Platform and/or components contained in the Platform in a way that could result in or facilitate a threat to the security of the Platform or the underlying technology.

3.4. ctrl+s is entitled to take reasonable technical measures to protect the Platform against non-contractual use, provided that such measure does not substantially impair the contractual use of the Platform.

3.5. If ctrl+s detects a use of the Platform contrary to these Terms of Use, ctrl+s is entitled to block the use of the Platform temporarily or permanently if (a) there is a significant threat to the functionality, security, integrity or availability of the Platform or of content, data or applications contained in the Platform, (b) the User accesses or uses the Platform to commit unauthorised acts or (c) the User exceeds the permitted use of the Platform. ctrl+s reserves the right to claim damages including the reasonable costs of legal action. The User reserves the right to prove that he is not responsible for the unauthorised use.

4. Rights to Supplier Data

4.1. The Supplier grants ctrl+s the irrevocable, perpetual, non-exclusive, worldwide, and royalty-free right to use, host, store, transmit, display and reproduce Supplier Data. 

4.2 In addition, ctrl+s is entitled to pass on Supplier Data to any Lead Firm whose request to respond on the Platform the Supplier has accepted (means consent of Supplier) as follows: 

a) Self-Assessment data will be passed in both original and refined form after submission.

b) Carbon Accounting results data (Scope 1, Scope 2, Scope 3 upstream emission) will only be passed in aggregated form, requiring additional consent (given during on-screen process of “copy function”). Entered data concerning energy consumption, turnover, and/or procurement details will always stay private.

c) Supply Chain Management data (master data and personal data, in particular Sub Supplier names, Sub Supplier contact details) will never be shared with any Lead Firm.  However, ctrl+s will pass on the aggregated carbon performance figure of the supply chain. 

4.3. In the event that the Lead Firm that requested the Supplier in turn acts as a supplier to another Lead Firm (hereinafter “Downstream Lead Firm”), Supplier Data may only be passed on by ctrl+s to the Downstream Lead Firm in aggregated form. This allows the Downstream Lead Firm to assess the average carbon performance of Lead Firm’s supply chain while not disclosing single Suppliers (names as well as their individual performance).

4.4. ctrl+s is entitled to use Supplier Data in aggregated and anonymised form for the purpose of monitoring and improving its services in connection with the Platform, provided that neither User nor Supplier are identifiable. The obligation to keep Supplier Data confidential shall remain unaffected.

4.5. Supplier Data will be stored for an indefinite period of time and will be deleted upon request of Supplier or if ctrl+s is legally obliged to do so. Legal storage obligations, in particular due to commercial or tax law requirements, remain unaffected. The right of ctrl+s to permanently store and process Supplier Data in anonymised form, which does not reveal any reference to Supplier, remains unaffected, e.g. for use in recognised statistical procedures.

4.6. The Supplier is solely responsible for Supplier Data posted on the Platform. The Supplier is only entitled to post by Users Supplier Data which originates from him or for which he has obtained the necessary rights. The Supplier guarantees that the Supplier Data posted on his behalf is free of third-party rights. The Supplier shall indemnify and hold ctrl+s harmless from and against any and all claims asserted against ctrl+s by third parties on account of such Supplier Data, provided that the claims are attributable to culpable conduct on part of the Supplier or the Users acting on his behalf.

4.7. ctrl+s shall have the right, but not the obligation, to review any Supplier Data in its sole discretion. ctrl+s reserves the right to remove any Supplier Data that violates these Terms of Use or is otherwise unlawful or objectionable in the sole discretion of ctrl+s.

5. Warranty

No warranties in the legal sense apply to the free services provided on the Platform, unless these have been confirmed in writing (text form is not sufficient) by ctrl+s. With regard to all services, no quality, completeness, topicality, suitability for a specific purpose or specific characteristic is guaranteed, neither explicitly nor implicitly. ctrl+s is only liable for fraudulently concealed material defects and defects of title.

6. Liability

If and to the extent the Platform is provided for use free of charge, ctrl+s shall only be liable if it has fraudulently concealed a defect, or if ctrl+s or one of its legal representatives or vicarious agents is guilty of gross negligence or wilful misconduct, or in the event of culpably caused damage resulting from injury to life, limb or health. Claims under the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected. Otherwise, claims for damages against ctrl+s arising from breaches of duty within the framework of the free provision of the Platform are excluded.

7. Data protection

7.1. ctrl+s undertakes to operate the Platform in compliance with the applicable data protection requirements, in particular the European General Data Protection Regulation (GDPR). More detailed information on the processing of personal data is contained in the Privacy Policy for the Platform.

7.2. If Supplier Data posted on the Platform include personal data, e.g. personal data of contact persons of Sub Suppliers, and ctrl+s therefore is acting as data processor in the course of providing the services on the Platform, Supplier shall accept the ctrl+s’ Data Processing Agreement.
 

8. Confidentiality

8.1. Unless otherwise stated in the provisions of clause 4 (Rights to Supplier Data), the Receiving Party undertakes to keep secret and not to disclose to third parties all Confidential Information provided by the Disclosing Party in connection with the Platform.

"Confidential Information" means all non-public information disclosed or made available to the Receiving Party directly or indirectly by the Disclosing Party or an affiliated company in connection with the Platform, if it is marked as confidential or if it is reasonably to be regarded as confidential due to its content or circumstances. Confidential Information of Supplier shall in particular include Supplier Data. Confidential Information of ctrl+s shall in particular include software, algorithms, data and know-how contained in the Platform.

“Disclosing Party" means that party which directly or indirectly provides or makes available Confidential Information to the other party in connection with the Platform.

"Receiving Party" means that party which receives or obtains Confidential Information directly or indirectly from the Disclosing Party in connection with the Platform.

8.2. The Supplier shall oblige the Users accordingly and supervise them.

8.3. The confidentiality obligation does not apply to Confidential Information

- which is or becomes known to the public without this being due to a disclosure by the Receiving Party or one of its representatives, employees or freelancers in breach of this provision,

- which has been or will be provided to the Receiving Party by a third party, unless that third party is itself prohibited from disclosing such information by a legal or contractual obligation to the Disclosing Party or any of its Affiliates,

- which was already known to the Receiving Party prior to the disclosure,

- which has to be disclosed to authorities or courts or due to statutory obligations,

- or the disclosure of which the Disclosing Party has consented to.

The burden of proving that the foregoing exceptions apply shall rest on the Receiving Party.

8.4. The confidentiality obligation shall remain in force until one of the exceptions under the foregoing clause 8.3 applies.

9. Final provisions

9.1. The law of the Federal Republic of Germany shall apply, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.

9.2. The place of jurisdiction for all legal disputes arising from or in connection with these Terms of Use is the registered office of ctrl+s. In addition, ctrl+s is entitled at its own discretion to sue the Supplier at its general place of jurisdiction.

9.3. Should individual clauses of these Terms of Use be or become invalid, the validity of the remaining clauses shall not be affected.

Last update: 28 May 2024