Terms and Conditions of Sale and Delivery for CLIMATE ESG MONITORING SYSTEM (CEMS)

1.      General: 

1.1   These terms and conditions of sale and delivery apply to all sales and deliveries of the CLIMATE ESG MONITORING SYSTEM (CEMS) platform, including hardware and software, carried out by CEMS.nu in collaboration with Thortrans A/S under the trade name CEMS.nu Co/ Thortrans A/S VAT number 14322981 (hereinafter referred to as CEMS).

1.2   CEMS provides a practical tool for mapping ESG initiatives, conducting stakeholder analysis, assessing materiality, and calculating estimates for ESG metrics based on your input. In this way, the service provides an indication of your company's ESG performance and is designed to function as a supportive tool in managing ESG data for small and medium-sized enterprises. The following terms and conditions (hereinafter referred to as the "Terms") govern your access to and use of the system.

1.3   Customers and users of CEMS are collectively referred to as "User."

2.       Order Placement: 

2.1 All orders must be placed online and confirmed by CEMS.NU via email.

2.2 CEMS reserves the right to accept or reject orders at its discretion.

2.3 A purchase on CEMS.NU grants access for a period of either 1 or 12 months. 14 days before the end of a purchased period, the buyer will be notified via email that a new period must be purchased.

2.4 After purchase, an invoice email will be sent from CEMS.NU to the customer.


3.       Prices: 

3.1   All prices are stated in Danish kroner and are exclusive of VAT and other applicable taxes, unless otherwise stated.

3.2   Prices are valid at the time of ordering and are subject to change without notice.

4.       Payment: 

4.1 The payment terms are specified in the specific order; payment is charged at the time of purchase.

4.2 Payments must be made to CEMS in accordance with the specified payment terms.

4.3 Any late payments may incur interest and fees in accordance with applicable laws.

4.4 CEMS.NU does not store the account/card information of the cardholder.

5.      Delivery:

5.1   Delivery of the CEMS platform will occur according to the specified delivery date in the order.

5.2   The risk of loss or damage to the CEMS platform passes to the buyer upon delivery.

5.3   Any errors on the platform must be reported in writing to CEMS, which will endeavor to resolve the issue as quickly as possible.

6.       User License: 

6.1  When purchasing the CLIMATE ESG MONITORING SYSTEM (CEMS) platform, the User receives a limited user license to use the software and access the system. Ownership of the CEMS platform remains with CEMS, and the User does not acquire ownership of the hardware or software.

7.       Warranty: 

7.1   CEMS guarantees that the CLIMATE ESG MONITORING SYSTEM (CEMS) platform will maintain adequate performance in accordance with the specified technical requirements and functionalities as described in the documentation, provided that the software is used correctly and access to the system is granted.

8.       Disclaimer: 

8.1   CEMS disclaims any liability for indirect, incidental, or consequential damages, including loss of profits, arising from the use of the CEMS platform.

8.2   CEMS assumes no responsibility for any direct, indirect, incidental, or consequential damages, including loss of data or indirect losses, that the buyer may incur in connection with the use of the CLIMATE ESG MONITORING SYSTEM (CEMS) platform or interruptions in system availability. The sole remedy for the user in case of unsatisfactory performance or functionality of the CEMS platform is limited to requesting corrections or updates to the software and access to the system.

9.       User's Responsibility for Data:

9.1   User is fully responsible for the provided data, including its accuracy and ensuring that User has the necessary rights or permissions to use the data content. CEMS and any subcontractors have no obligation to monitor compliance with any third-party rights. CEMS is not liable for the accuracy, completeness, suitability, or legality of the provided data.

9.2   User is solely responsible for backing up the provided data. In certain cases, CEMS may assist in restoring deleted or damaged data content. CEMS is not responsible for the outcome of the CEMS ESG metrics report, as CEMS ESG calculates an estimated result based on the provided information. Therefore, the user is solely responsible for the entered data and results, as well as any use thereof for other purposes.

9.3   CEMS cannot be held liable for direct or indirect losses resulting from the system's calculation of an incorrect CEMS ESG key figure. 

10.   Responsibility for the Use of the CEMS System in General:

10.1    The system may only be used for legal purposes. If CEMS becomes aware that the User's access to and use of the system is being conducted illegally, your access to the system will be immediately terminated. In the event of illegal activities, the User is obliged to indemnify CEMS in all respects.

10.2    CEMS is not liable for direct or indirect losses or consequential damages arising from the use of the system, including, but not limited to

(i)                  loss of goodwill, image, lost profit, production loss,

(ii)                 loss as a result of the system not being able to be used as intended, loss as a result of an agreement with a third party falling away, breach of contract or the like 

(iii)               loss arising from interruptions, disturbances, or changes to CEMS services or public networks deemed necessary for technical, maintenance, and operational reasons, or as required by authorities, or

(iv)               loss or destruction of data, or alterations or damage to equipment/systems due to downtime or technical errors in the system. The aforementioned does not apply in cases where CEMS has acted with gross negligence or willful misconduct.

10.3    Reservations are made for printing errors. 

11.   Termination/cancellation: 

11.1 CEMS may decide to terminate the agreement at any time and without justification. CEMS will provide notice of any system termination with 15 days' notice, unless the use of the system is illegal, as stated above. Termination does not entitle the user to compensation or refund from CEMS.

11.2 The user will be automatically unsubscribed from CEMS.NU if the user does not choose to purchase a new period.

12.   Intellectual Property Rights:

12.1    The system, including materials and features, is the proprietary property of CEMS. User is not entitled to copy, distribute, or decompile the content or use the content in any way other than as integrated in or necessary for the use of the system.

13.   Deleting User Account and Data: 

13.1     User Profile is Deleted: 

a)      When the User deletes their own profile

b)      Within 1 month of the User submitting a written request for deletion to CEMS at info@cems.nu

c)       If the user profile has been inactive for more than 24 months.

 14.   Changes and Modifications:

 14.1    These sales and delivery terms may be changed or modified in writing and must be accepted by the User or their authorized representatives. Changes to the terms shall become effective upon receipt of written notification of the change from one party to the other. Sales and delivery terms will also change version number upon modification.

15.   Force Majeure:

15.1    Neither party can be held liable for damage that the other party may suffer, as a direct or indirect result of the party being affected by force majeure.

15.2    Force majeure includes, among other things, war, mobilization, natural disasters, strikes, lockouts, fire, water damage, trade restrictions, virus or hacker attacks, illness or death of key personnel, IT breakdowns, breakdowns or failures in communication systems, and other unforeseen circumstances that the party concerned could not reasonably prevent despite reasonable efforts.

15.3    If force majeure occurs with one of the parties for more than 60 days, each of the parties may cancel the agreement for the future. Upon cancellation due to force majeure, neither party can claim compensation.

15.4    Force majeure may only be invoked if the affected party notifies the other party promptly and within 10 working days that a force majeure situation has occurred. This provision regarding force majeure applies correspondingly in cases of force majeure affecting subcontractors.

16.   Mediation and Jurisdiction (Appeal Possibilities):

16.1    The parties must seek to resolve all conflicts by direct negotiation between them. If the parties cannot resolve a conflict through direct negotiation between them, the conflict must be resolved through mediation.

16.2    If within 14 days after one of the parties has expressed a desire for mediation, they have not agreed on who should be the mediator, either party may request Mediatoradvokater c/o Advokatsamfundet, Kronprinsessegade 28, 1306 København K, to propose a mediator.

16.3    The mediation must take place in accordance with the standard mediation agreement applicable at any given time set by Mediator Lawyers, the association's ethical rules, and the rules of good legal practice..

16.4    If the conflict is not resolved by mediation within 8 weeks after the request for mediation was made, either party is entitled to bring the case to court.

16.5    For all agreements, Danish law applies, and if a dispute cannot be resolved through mediation, the dispute must be settled by the Court of Randers.

17.    Right of Withdrawal/Complaint

17.1 When purchasing digital products, including user licenses, you as a consumer have a 14-day right of withdrawal in accordance with Danish law. The right of withdrawal is effective from the day the agreement is made.

Exception to the Right of Withdrawal

17.2 By accepting these terms of trade, you expressly consent to the commencement of the delivery of the digital service immediately after the purchase is completed. You also acknowledge that your right of withdrawal thus lapses.

17.3 If you have accepted that delivery begins immediately and have acknowledged that you thereby lose your right of withdrawal, the purchase cannot be canceled. By accepting these terms of trade, you thus consent to the lapse of the right of withdrawal.

Right of complaint when purchasing access to our online digital platform

17.4 When purchasing access to our online digital platform, you as a consumer have a 24-month warranty in accordance with Danish law. The warranty covers defects and deficiencies in the service that were present at the time of delivery. If you experience problems with the service, such as technical errors or deficiencies, please contact our customer service in writing with a detailed description of the problem. We will then try to resolve the issue as soon as possible. If we cannot resolve the problem within a reasonable time, you have the right to cancel the subscription and receive a proportional refund. Please note that the warranty does not cover errors or issues caused by the user's own actions or if you have used the service in violation of our terms.

For further guidance, you can contact the Danish Consumer Ombudsman or the Danish Consumer Board of Appeal.

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version: 004 15.04.2024

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By accepting these terms and conditions of sale and delivery, the buyer confirms that they have read and understood the terms and agree to be bound by them.