General Terms and Conditions

1. Subject and Scope of Application

1.1 AI-Powered Services

GreenOnion offers a range of services centered on artificial intelligence (AI) technology. These include:

OnionGuru: A cutting-edge AI assistant designed to support businesses in analyzing and optimizing their ESG (Environmental, Social, Governance) strategies. OnionGuru provides data-driven insights, tailored recommendations, and ongoing advisory services to help achieve sustainability goals effectively.

Automated ESG Strategy Development: AI technologies are used to create customized ESG strategies tailored to the specific needs and objectives of each company.

Data Analysis and Evaluation: The AI supports businesses by collecting, processing, and analyzing sustainability metrics, empowering informed decision-making.

These services integrate innovative technology with in-depth expertise in sustainability, specifically targeting small and medium-sized enterprises (SMEs).

1.2 Scope of Services

The scope of GreenOnion’s AI-powered services includes:

Development of Tailored ESG Strategies: Based on company-provided data and specific objectives, GreenOnion creates ESG strategies that seamlessly integrate with the customer’s overall business strategy.
Continuous Support via OnionGuru: The AI-based ESG assistant aids businesses in implementing and monitoring sustainability measures and provides proactive recommendations.
Analysis and Evaluation of Sustainability Data: GreenOnion delivers data-based insights into ESG performance, including capturing and evaluating CO₂ emissions, resource use, and social indicators.
Preparation of ESG Reports and Action Recommendations: The results of data analyses and strategy development are summarized in accessible reports meeting legal requirements and stakeholder needs.

1.3 Target Group and Usage

These AI-powered services are intended for businesses aiming to enhance their sustainability performance, meet regulatory requirements, or achieve strategic ESG objectives. Access and usage of these services require a contractual agreement with GreenOnion. Customers are not granted rights to use the AI services beyond the contractual period.

1.4 Exclusions and Limitations

GreenOnion’s services do not include legal or investment advice. The analyses and recommendations generated are meant solely to support decision-making and do not absolve the customer of responsibility for reviewing and implementing the proposed measures.

2. Data Protection and GDPR Compliance

2.1 Processing of Personal Data

The processing of personal data by GreenOnion is strictly in accordance with its privacy policy and applicable national data protection laws. Customer data is processed exclusively for the agreed contractual purposes, such as ESG analysis support, strategy development, and the provision of data-driven recommendations. Data is shared with third parties only with explicit customer consent or based on a legal obligation.

3. Licensing and Usage Rights

3.1 Scope of License

GreenOnion grants the customer a non-exclusive, non-transferable license limited to the contract duration to use AI-powered services, including OnionGuru and associated AI functionalities. This license permits customers to use the services exclusively for internal business purposes as outlined in the contract.

Prohibited uses include:

Redistribution: Sharing services or outputs with third parties or using them to provide consultancy for other companies is explicitly prohibited.
Sub-licensing or Transfer: Reselling, sublicensing, or otherwise transferring the license to third parties is not allowed.

3.2 Intellectual Property Rights

All rights to the underlying AI technologies, algorithms, systems, and knowledge base remain exclusively with GreenOnion.

GreenOnion Ownership: Includes any improvements or advancements made to AI systems and training of models during the contract period.
Joint Ownership: Client-specific analyses and reports generated using customer-provided data may be subject to joint ownership, as contractually agreed.
Customer Ownership: Data and documents provided by the customer remain fully owned by the customer. GreenOnion is committed to using such data solely for contractual purposes.

3.3 Customer Responsibilities and Restrictions

Customers agree to use GreenOnion’s AI services per the contractual terms. Specifically, customers may not:

Reverse Engineering: Attempt to deconstruct or reproduce underlying algorithms, systems, or technologies.
Data Sharing: Share access credentials with unauthorized third parties. Customers are responsible for maintaining secure and confidential handling of these credentials.
Competitive Use: Employ AI services to develop competing products or services.

3.4 Protection Against IP Infringement

GreenOnion indemnifies customers against third-party claims arising from the contractual use of AI services, particularly concerning intellectual property violations.

Customer Obligations: Customers must notify GreenOnion promptly of any third-party claims and refrain from independent legal actions before GreenOnion can assume defense responsibility.

4. Liability and Responsibilities

4.1 Liability of GreenOnion

GreenOnion commits to developing, maintaining, and operating its AI services diligently and in accordance with the latest technological standards. However, liability is limited as follows:

Scope of Liability: GreenOnion is only liable for damages caused by willful misconduct or gross negligence.
Maximum Liability Amount: Liability is capped at an amount equivalent to the fees paid by the customer in the 12 months preceding the incident. In cases of gross negligence, this amount may be doubled.
Exclusion of Certain Damages: GreenOnion is not liable for indirect damages, consequential damages, lost profits, operational disruptions, or data losses unless caused intentionally.

4.2 Customer Responsibilities

The customer is responsible for the proper use of AI services and for implementing recommendations generated by the AI. Specifically:

Verification of Recommendations: Customers must independently verify the results of AI-based analyses before taking or implementing actions. Recommendations are not binding legal, investment, or strategic advice.
Independent Decisions: Decisions made based on AI results are solely the responsibility of the customer. GreenOnion accepts no liability for consequences arising from inaccurate or incomplete data provided by the customer.
Security Obligations: The customer must safeguard access credentials to AI services and prevent unauthorized access. The customer is liable for damages resulting from improper use or disclosure of such credentials.

4.3 Exclusions and Limitations of Liability

No Guarantee of Specific Outcomes: GreenOnion does not guarantee that measures proposed by the AI will achieve specific economic, ecological, or social results.
Technical Availability: GreenOnion does not guarantee uninterrupted availability of AI services. Temporary outages due to necessary maintenance or technical disruptions do not entitle the customer to compensation.
Generated Content: GreenOnion is not liable for the accuracy, completeness, or suitability of generated content and recommendations for the customer’s specific needs.

4.4 Handling Damage Claims

If a damage claim is made in connection with the use of AI services, GreenOnion commits to assisting the customer within the aforementioned liability limits. The customer must promptly inform GreenOnion of potential claims and provide all necessary information for resolution.

5. Support and Maintenance

5.1 Support Channels and Availability

GreenOnion offers comprehensive support during the contract term to ensure optimal use of AI services and prompt resolution of technical issues. Support includes:

Email Support: Available on weekdays from 9:00 a.m. to 5:00 p.m. Queries are typically answered within one business day.
Chat Support: Real-time chat support is also available on weekdays from 9:00 a.m. to 5:00 p.m. for quick issue resolution.
Phone Support: For complex issues, customers can schedule phone support with a specialist.

5.2 System Maintenance and Updates

GreenOnion ensures the ongoing functionality and availability of AI services through regular maintenance and updates:

Regular Updates: Software and system updates are performed regularly to improve functionality, security, and performance.
Maintenance Windows: Planned maintenance is announced in advance if it may affect service availability. GreenOnion strives to schedule maintenance outside peak usage hours to minimize customer impact.
Emergency Maintenance: In urgent cases, such as security incidents or system outages, GreenOnion reserves the right to perform maintenance without prior notice, informing the customer promptly.

5.3 Issue Resolution and Escalation

GreenOnion commits to resolving technical issues and malfunctions of AI services as quickly as possible. The resolution process includes:

Initial Analysis: Upon receiving a support request, the issue is analyzed and categorized (e.g., critical failure, minor issue).
Resolution Timelines: Critical issues impacting the functionality of AI services are prioritized. Minor issues are resolved within a reasonable timeframe.
Escalation: If the issue cannot be resolved by first-level support, it will be escalated to second- or third-level support. The customer is regularly updated on the resolution progress.

5.4 Documentation and Self-Help

To assist customers in using AI services, GreenOnion provides extensive documentation and self-help tools, including:

Online Documentation and User Manuals: Detailed explanations of all functions and use cases of AI services.
FAQs and Troubleshooting Guides: Solutions to common problems.
Access to Best Practices: Resources for effectively using AI services.

6. Confidentiality and IT Security

6.1 Confidentiality Obligations

GreenOnion commits to treating all information provided by the customer during the contractual relationship with strict confidentiality, including:

Customer Data: All personal and business-related data processed during AI service usage.
Reports and Analyses: All reports, recommendations, and results generated through AI services.
Internal Business Secrets: Any information explicitly marked as confidential or inherently confidential.

GreenOnion will use such information solely for contractual purposes and will not disclose it to third parties without the customer’s explicit written consent unless legally required.

6.2 IT Security Measures

GreenOnion implements comprehensive technical and organizational measures to ensure the security of customer data and prevent unauthorized access, data loss, or misuse. Measures include:

Encrypted Data Transmission: All data is transmitted securely using modern encryption protocols (e.g., TLS).
Access Control and Authentication: Access to AI systems is restricted to authorized personnel using multi-factor authentication mechanisms.
Regular Security Audits: GreenOnion conducts internal and external security audits to identify and address vulnerabilities.
Data Backups: Regular backups are performed to ensure data recovery in case of technical failures or cyberattacks.

6.3 Handling Security Incidents

In the event of a security incident, GreenOnion will take immediate action to contain the incident and secure affected systems, including:

Notification Obligation: GreenOnion will promptly inform the customer of any security incidents, especially if personal data is involved. The notification will detail the nature of the incident, potential risks, and remedial actions taken.
Documentation: All security incidents will be documented and reviewed to minimize future risks.

6.4 Customer-Specific Security Requirements

If the customer has specific confidentiality or IT security requirements, such as additional encryption measures or reporting formats, GreenOnion will implement these in consultation with the customer, provided they are technically and organizationally feasible.

6.5 Third-Party Confidentiality Agreements

If third-party providers, such as hosting or analytics services, are involved, GreenOnion will ensure they are contractually bound to adhere to equivalent confidentiality and IT security standards.

7. Quality Assurance and Audits

7.1 Quality Assurance Commitment

GreenOnion is committed to continuously monitoring and improving the quality of AI services, including:

Regular System Reviews: Periodic checks on functionality, efficiency, and accuracy.
Bias Management: Implementation of procedures to identify and address potential biases in AI models, ensuring fair and reliable results.
Customer Satisfaction: Systematic collection of customer feedback to enhance services.

7.2 Internal Audits

Quarterly internal audits ensure compliance with internal standards and contractual obligations, covering:

Performance Monitoring: Review of system capabilities, including processing speed, analysis accuracy, and recommendation reliability.
Privacy Compliance: Ensuring data processing activities comply with applicable privacy regulations.
Security Audits: Regular IT security reviews to identify and address vulnerabilities.

7.3 Results Review and Continuous Improvement

GreenOnion analyzes audit results and implements improvement measures, including:

Action Plans: Addressing identified weaknesses or risks with documented progress tracking.
Reporting: Providing customers with information on external audit results and corrective actions, if relevant to their data.

7.4 Transparency and Customer Involvement

GreenOnion values transparency in quality assurance processes. Customers may:

Request Information: Access the quality and security standards applied.
Provide Feedback: Share service quality feedback to inform ongoing improvements.

8. Contract Term and Termination

8.1 Contract Term

The use of GreenOnion’s AI services is subject to a binding contract with the following terms:

Minimum Term: Initial contract duration of 12 months.
Automatic Renewal: After the initial term, the contract automatically renews for additional 12-month periods unless terminated in advance.
Termination Notice Period: Either party may terminate the contract with three months’ notice before the end of the respective contract term.

8.2 Extraordinary Termination

Either party may terminate the contract without notice for cause, including:

Serious Breach of Contract: Failure to remedy a material breach despite written notice and a reasonable cure period.
Payment Default: Failure to pay due amounts for more than 60 days despite reminders.
Abuse of Services: Misuse of AI services, such as unauthorized reverse engineering or sharing of access credentials.
Insolvency: Filing for bankruptcy or denial of insolvency proceedings due to insufficient assets.

8.3 Effects of Termination

Upon termination, the following provisions apply:

Termination of Use: Upon expiration of the contract, the right to use the AI services ends, and access to the systems will be deactivated.
Data Deletion: GreenOnion commits to deleting all personal and business-related customer data within 90 days of contract termination, unless legal retention obligations apply.
Data Export: Upon the customer’s request, GreenOnion will provide the customer’s data in a standardized, machine-readable format. This request must be submitted no later than 30 days after the contract ends.
Migration Assistance: GreenOnion offers paid support for the migration of data to another system upon request.

8.4 Transition Period After Termination

For a period of 90 days following contract termination, GreenOnion may grant restricted access to historical data to facilitate data transfer or analysis of completed projects. This service is subject to a fee and requires prior agreement.

8.5 Rights and Obligations Following Termination

Confidentiality Obligation: The confidentiality obligation remains fully enforceable even after contract termination.
Payment Obligations: Any outstanding payments arising prior to contract termination must be settled by the customer.
Return of Confidential Documents: Both parties are required, upon request, to return or destroy all confidential documents of the other party, unless such documents are needed to comply with legal obligations.

8.6 Special Provisions for Trial and Test Phases

If the customer uses AI services during an exploratory, non-binding trial phase, the contract can be terminated at any time without notice. Data generated during the trial phase will only be transferred to a regular contractual relationship upon written agreement.