TERMS AND CONDITIONS TREETY B.V.

support@treety.co 

KvK: 85353493

These are Treety B.V. (‘‘Treety’’)’s terms and conditions. Treety is located at Singel 542, 1017 AZ in Amsterdam and  registered in the Dutch Chamber of Commerce under nr. 85353493.

1. Definitions

The following words, when written with a capital letter, will have the following meaning:

• Service: the services Treety performs for Client, including but not limited to doing an impact quantification process, providing a Sustainable Finance Disclosure Regulation (SFDR) compliance tool which includes a SFDR Annex Builder (“SFDR Tool”), and educational services.

• Client: any party who wants to make use of the Service and to whom these Terms and Conditions apply.

• Platform: the platform at which the Service takes place and where information has to be provided for the Service to produce certain outcomes and where educational tools are provided to offer guidance.

• Agreement: any agreement or (legal) relationship between Treety and the Client under which Treety has agreed to perform the Service.

• Additional work: any performance by Treety in consultation with the Client, agreed upon in writing or otherwise, in addition to the Agreement.

• Terms and Conditions: this document which sets out the terms and conditions applicable to any verbal or written offers, quotations and Agreements between the Client and Treety.

2. Terms and Conditions and their applicability

1. These Terms and Conditions apply to all paid or free Services provided by Treety, verbal or written offers, quotations and Agreements between Treety and the Client.
2. Any deviations from the Terms and Conditions shall only apply if agreed in writing.
3. Treety has the right to unilaterally amend the Terms and Conditions. If this happens, the amendments shall apply to the existing Agreement and an amended copy will be provided to the Client. The most recent version can always be found on www.treety.co.
4. If all or part of (any provision) of the Terms and Conditions or Agreement is void or unenforceable by the competent (judicial) authority, the remaining provisions of the terms and conditions shall remain in force. In that case, provisions that are not legally valid or that cannot be legally enforced shall be replaced by provisions that most closely follow the content of the invalid provision.
5. The applicability of any terms and conditions used by the Client is hereby expressly rejected.

3. Services

1. Treety undertakes to provide all Services related to the Agreement to the best of its ability.
2. The Service consists of a best effort obligation for Treety and not an obligation to produce a certain result. Therefore, Treety will perform the Agreement to the best of its understanding and abilities in the manner expected from a good professional.
3. Treety's Services may include helping the Client to comply with (European) laws and regulations. The outcome and results of the SFDR Tool is automatically generated and therefor completely depends on the information provided by Client. ^[a]
4. Under no circumstances can the Services performed by Treety be qualified as legal services. The outcome of the Service can under no circumstances be qualified as legal advice.
5. The Client shall provide Treety with all information necessary for the execution of the Agreement in a timely manner and hereby guarantees and warrants that this information is correct. If the information needed for the performance of the Agreement is incorrect or has not been provided in a timely manner, Treety is entitled to charge any extra costs arising from the incorrectness or delay to the Client.

Treety reserves the right to outsource (part of) its services to third parties.

4. Offers and quotations

1. All quotations and offers shall be non-binding, unless Treety has expressly included a period for acceptance.
2. Treety’s offers and quotations are based on information provided (in advance) by the Client.
3. Any changed costs of the performance of the Service(s) will be chargeable to the Client.

5. Pricing

1. All prices mentioned by Treety are exclusive of VAT and any other taxes, unless expressly agreed upon otherwise.
2. Treety may charge separately for additional work as soon as the amount to be charged for it is known. Payment for additional work shall be made no later than 14 days after it has been invoiced to the Client.
3. Treety can raise the prices in the interim in case of unforeseen and cost price increasing circumstances, if the circumstances occur after entering into the Agreement. Treety will always inform the Client beforehand if this occurs.
4. Treety is permitted to apply indexation on her prices annually on January 1st on the basis of the consumer price index (CPI).

6. Payment and other obligations Client

1. Any payment obligation of the Client under an Agreement must be paid in Euros.
2. The Client will receive an invoice for the use of the Service with a payment term of 14 days, unless expressly agreed upon otherwise. If the Client fails to pay before this term has expired, the Client will receive a one-time payment reminder, which qualifies as a notice of default. With this notice Treety offers the Client a last chance to pay the outstanding invoice(s) within a reasonable period. That reasonable period will always be 14 days. After the expiry of this period, the Client will be in default automatically without any further notice.
3. Any objections to the amount or content of invoices must be communicated to Treety within no more than fourteen (14) days after receiving the invoice, after which period objections can no longer be raised by the Client, and all invoices, specifications, descriptions and prices are deemed to be approved and confirmed by the Client.
4. Any objections to the amount or content of invoices shall not suspend any of Client’s payment obligations.

7. Duration and termination

1. The Agreement is concluded for the duration of the Service in question, unless the nature of the Agreement gives rise to a different conclusion or the parties explicitly agree otherwise in writing.
2. In the following cases (but not limited thereto):

• The Client fails to fully and timely comply with any obligations under the Agreement and/or Terms and Conditions;
• The Client is declared bankrupt or suspension of payment is granted;
• The Client requests bankruptcy, suspension of payment or liquidation;
• The Client loses the ability to control its assets partly or fully;
• The Client has provided incorrect and/or incomplete and/or inconsistent information/data;
• The Client uses the (content of the) Platform or Service or the information provided by Treety in a way that (potentially) harms (the reputation of) or damages the Platform, Service or Treety;

Treety is, without prejudice to its rights based on Dutch Law, these terms and conditions, and the Agreement, entitled to immediately and without notice period (partially) terminate the Agreement by means of written notice, without the Client being entitled to any kind of compensation (of damages), payments or guarantees.

3. If the Agreement is a contract for a specific period, the Client is expressly not entitled to terminate the Agreement before the end of the term, in derogation from article 7:408 DCC.

8. Complaints

1. The Client shall notify Treety in writing of any complaints within 8 days after it discovers a possible shortcoming or fault or should reasonably have discovered the shortcoming or fault of any aspect of the Service and Platform related to the Service.
2. A timely notified complaint does not suspend or cancel any (payment) obligation of the Client.
3. If the Client does not notify Treety on time, the Client is not entitled to any recovery performance or compensation.

9. Liability

1. Treety shall not be liable for any damages except in the case of intent or deliberate recklessness on the part of Treety.
2. Any contractual or noncontractual liability on the part of Treety as a result of intent or deliberate recklessness will in all cases be limited to direct damages. Treety will never be liable for any indirect damages including but not limited to lost earnings, loss of profits, loss of goodwill, reputational damages, loss or damages to assets owned by the Client.
3. Any contractual or noncontractual liability is furthermore limited to the amount invoiced by Treety for (the performed part of) the Agreement directly related to the possible shortcoming or breach. Any liability of Treety shall be limited to the payment the Client has paid to Treety for the Services.
4. Treety is not liable for any information, errors or omissions of third parties engaged by it (including subcontractors). The Client authorized Treety to accept any limitations of liability of third parties on its behalf. The provisions in this Article shall also apply for the benefit and can be invoked by all legal and natural persons utilised by Treety  in execution of the Agreement.
5. Treety and the Client expressly state that in any case Treety is, without prejudice to the aforementioned, not liable for any outing/proved information/results (e.g. regarding results of Treety’s Services, prognosis, impact and prices) whether outed on their website, the Platform or otherwise.
6. The information on the website and the Platform is for general informational purposes and does not constitute any (legal) advice. While Treety endeavors to keep the information of the Platform and Service up to date and correct, it makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability of availability for any purpose. Any reliance the Client places on such information/outings is therefore strictly at its own risk.
7. The Services and platform of Treety construct a commitment to a best-effort and not an obligation to a certain result. Treety therefore undertakes all within its power to provide the Service to the best of its ability but cannot guarantee a certain result. Under no circumstances can the services performed by Treety be qualified as legal services.
8. The Client is responsible for the correctness of any information provided by the Client, shall never be the responsibility of Treety.

10. Force Majeure

1. Treety is entitled to suspend any activities of the Service and Platform in case Treety is not able to perform those activities (timely) due to circumstances that Treety does not control directly (force majeure).
2. A force majeure includes, though is not limited to, disturbances in Treety’s company, or in the supply chain of content/products/services, technology (such as apps, websites, lacking availability of data sources/connections/resources, e.g. flooding of data centres or non-functioning satellites) and services, materials or equipment, and in (environmental) circumstances making performance unreasonably onerous and/or disproportionately difficult for Treety, including power disconnections, asbestos, soil detoxication, serious conflicts, (assumed) terrorist attacks, extreme weather circumstances, (regional) pandemics, acts or omissions (such as non (timely) performance) by suppliers, transporters, subcontractors or other third parties, incorrect or incomplete information provided by the Client or third parties and technical failures.
3. If Treety’s aforementioned suspension exceeds a period of three months, or Treety in its sole discretion, foresees that the suspension will exceed this period, Treety is entitled to immediately and without notice period (partially) terminate the Agreement by means of written notice, without the Client being entitled to any kind of compensation (of damages), payments or guarantees.

11. Intellectual Property (IP)

1. The Client hereby grants Treety the non-exclusive right to use, store and process all the data and information Client provides, which includes all disclosure and reproduction acts, regardless of the use or manner of display and regardless of whether such use or display is already known at the time of entering into the Agreement, which right Treety accepts.
2. Unless agreed otherwise in writing, all intellectual property rights arising from the Agreement, including but not limited to design rights, patents and copyright, vest exclusively in Treety. Insofar as a filing or registration is required for the acquisition of intellectual property rights, only Treety is authorized to make such a filing or registration. If and insofar as the transfer of rights (or any parts thereof) by the Client is essential, the Client commits itself to provide all necessary cooperation fully and unconditionally.
3. All materials, content, documents and/or products supplied by Treety, such as information on the Platform, designs, prototypes, graphic representations, mobile applications, etc, are exclusively intended to be used by the Client and may not, without the prior written consent of Treety, be reproduced, documented, published or shared with any third party.
4. Except as expressly agreed otherwise in writing, all materials or files created by Treety in context of the Services and/or Agreement, is and will remain the property of Treety, irrespective of whether they have been provided to the Client or third parties.
5. The Client does not acquire any right, title or interest in or to any IP from Treety.
6. The Client is only allowed to use the Platform for the purpose of the Platform. The Client warrants that he shall not use any product or Service of Treety in a way that can (possibly) infringe the rights of Treety and third parties.
7. Unless agreed otherwise in writing, Treety is at liberty to use that which it has produced in the context of the assignment for the Client for its own publicity or marketing purposes.

12. Confidentiality

1. All information and data that the parties acquire form each other under the Agreement will be handled carefully by the parties and will be treated strictly confidential. Unless expressly agreed otherwise, all information provided in or because of this Agreement and, within the Service qualifies as confidential information. Confidential information shall not be disclosed to anyone, except to employees or third parties that need to be aware of the information to carry out obligations under the Agreement or if required by law.
2. The Client is allowed to use the information and data provided by Treety’s Service for the sole purpose of the use of the Service. It is forbidden to make any other use of the information and data without prior written permission from Treety.

In the event of a violation of the provisions of this article, the Client shall forfeit an immediately due and payable penalty on behalf of Treety of EUR 10.000 in a lump sum as well as EUR 1.000 per day that this violation continues, without any notice or default or judicial intervention being required and without prejudice to Treety’s rights to damages and/or compliance.

13. Software and database licenses

1. Software and/or database licenses provided by Treety originating from third parties shall be subject to the license terms, warranties and obligations imposed by such third parties and shall form part of the Agreement between Client and Treety.
2. To the extent that Treety manages databases for the benefit of the Client, even if hosted on the systems of Treety or a third party appointed by it, the Client shall remain responsible for the use of such databases.

14. Privacy and data

1. Treety’s handling and processing of personal data and information is in line with the General Data Protection Regulation and is set out in its Privacy Statement, which can be found at www.treey.co.

15. Governing law and jurisdiction

1. These terms and conditions, all existing Agreements and any future (legal) relationships between Treety and Client are exclusively governed by Dutch law. The applicability of the Vienna Convention on contracts for the international sale of goods and services, ‘CISG’ (Weens Koopverdrag) is hereby expressly excluded.
2. Any disputes that may arise from these terms and conditions, Agreements or any future (legal) relationships between Treety and the Client will be submitted to the competent court in Amsterdam, the Netherlands.