1. Introduction – Welcome to Celsia

These User Terms apply to your use of Celsia's Services, and we encourage you to read them carefully. Please also refer to the definitions set out in section 2 below. These User Terms and adhering documents forms a legal agreement between you as a User and Celsia. If you, as a User, do not agree with these User Terms, you must immediately discontinue its use of the Services. If you, or an Organization you are affiliated with, have entered into a Direct Agreement with Celsia relating to the Services, User's use of Celsia's Services will also be governed by the Agreement and the documents incorporated therein.

In addition to these User Terms, Celsia's Privacy Policy describes how Celsia processes the personal information we may collect when Users use the Services.

2. Definitions

For the purposes of these User Terms, words, and capitalized terms shall have the following meaning:

• "Celsia" means Celsia AS, company registration number 926 626 264 as incorporated in the Norwegian register of business enterprises.
• "Customer" means the party with whom Celsia has entered the Direct Agreement.
• "Direct Agreement" means a separate agreement entered into by Celsia and your associated Organization.
• "Intellectual Property Rights" means all rights of industrial or intellectual property including, inter alia, (i) processes and technology (whether patentable or not); (ii) know-how, trade secrets, business models and other confidential information; (iii) copyrights and other authors' rights (e.g. in computer software, code and documentation), design rights (whether registered or unregistered), database rights and technical information of all kinds; (iv) trademarks (whether registered or unregistered), trade names and domain names; and (v) other rights of a similar kind whether registered or unregistered.
• "Organization" means an organization to which you are affiliated with, such as your employer.
• "Privacy Policy" means Celsia's privacy policy available at here.
• "Services" means Celsia's sustainability software named "Celsia" as further described on Celsia's websites here.
• “Celsia ESG Portal” means Celsia’s platform for users of Celsia services to connect, learn, share information, experiences, and thoughts on their sustainability and ESG reporting.
• "Third Party Terms" means the terms and conditions applicable to third party software, service or other components that may be available to the User via the Services.
• "Trial" means a trial period of the Services for a specified period without payment or at a discounted rate.
• "User" or "you" means an individual end-user using the Services.
• "User Terms" means these Celsia terms and conditions that are applicable to User's use of the Services.
• "User Data" means the data which the User uploads to the Services.
• "Website(s)" means Celsia's website available at Celsia.io.

3. Acceptable use

The User agrees to only use the Services for the intended purposes and as permitted pursuant to these User Terms, the Direct Agreement (if applicable) and applicable laws. When using the Services, the User agrees and understands that:

• In order to use the Services, the User may be required to provide certain information about yourself (such as name, contact details, etc.). The User agrees that any information the User provides will always be accurate, correct and up-to-date.
• You are responsible for maintaining the confidentiality of any login information associated with any account you use to access the Services. Accordingly, you are responsible for all activities that occur under your account(s). To this effect, the User agrees to promptly inform Celsia of any possible misuse of User's account(s), authentication credentials or any security incidents related to the Services.;
• Accessing (or attempting to access) any of our Services by any means other than through the means Celsia provides, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Services through any automated, unethical or unconventional means; and
• Engaging in any activity that disrupts or interferes with Celsia's Services, including the servers and/or networks to which our Services are located or connected, is strictly prohibited.
• • For the avoidance of doubt, the User shall not use the Services for advertising, marketing or sales activities unless expressly authorised by Celsia in a separate agreement.

4. Licensed rights

4.1 Your license to use the Services

The Services are the property of Celsia. Celsia grants you a limited, non-exclusive and revocable licence to make use of the Services in accordance with the Direct Agreement signed by your Organization and these User Terms.

Except for the rights expressly granted to you in the Agreement and these User Terms, Celsia grants no right, title or interest to you in the Services.

4.2 Celsia's license to User related data

The Services delivered by Celsia rely on data shared by Customer and/or the User (as applicable). This data is collected, stored and processed and/or analysed by Celsia as is necessary in order to provide the Services. Celsia will keep all data which you submit for the Services secure and only process your data for the purpose of providing the Services to you.

The User hereby grants to Celsia a worldwide, non-exclusive, limited term licence to access, use and process User Data as is reasonably necessary:

• to provide, maintain and update the Services,
• to prevent or address service, security, support or technical issues,
• as required by law; and
• as expressly permitted by you.

Celsia will delete all User Data from your account upon termination of the Direct Agreement, or otherwise in accordance with Celsia's Privacy Policy (as applicable).

4.3 Trials

Celsia may, in our sole discretion, offer you a Trial. We reserve the right to revoke the Trial and put your account on hold in the event that we determine that you are not eligible for it. Separate terms and conditions, including restrictions on areas of use, may apply when using the Services under a Trial.

5. Third party applications

Software, services or other components included in the Services which are provided by third parties (if any) are subject to Third Party Terms. These Third Party Terms shall be binding on the User, and may be changed or updated by the third parties in question from time to time in accordance with their respective terms and conditions.

6. Account security

As the creators of their User account, Users have access and control over the  Celsia account providing access to the Services and the devices that are used to access the Service. To maintain control over the account and to prevent anyone from accessing the account, you should maintain control over the devices that are used to access the Service and not reveal the password nor any payment details (if any) associated with your account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. You are responsible for preventing unauthorized access and use of your account by any other than you.

Celsia reserves the right to terminate the User's account or place the account on hold in order to protect the User, Celsia, the Services or our partners from conducts of or attempts to conduct identity theft or fraudulent activity. 

7. Data protection

Celsia ensures that personal data is processed in a lawful manner and in accordance with the General Data Protection Regulation (EU) (2016/679). For information on how we process your personal data and the adhering purposes, please see our Privacy Policy. Our processing of Customer related data is subject to a separate data processing agreement entered into by Celsia and Customer.
‍
The data processed through Celsia ESG Portal is also subject to the data protection rules of our third party provider Bettermode. For information on how Bettermode processes your personal data, please see Bettermode privacy policy. Servers hosting the Bettermode platform are located in the US. Individuals located in the EU have certain rights under European law (including under the General Data Protection Regulation) with respect to Personal Information, including the right to request access to, obtain, correct, amend, delete, or limit the use of User’s personal data. Individual end users, customers or prospective customers located in the EU who wish to exercise these rights, should contact Bettermode using the contact information in Section 16 of their privacy policy. Statement of Bettermode on GDPR compliance.

8. Term and termination

These User Terms will continue to apply for as long as you use a free or paid Celsia account. Celsia may suspend your access to the Services at any time if Users or Organization (as applicable) act in non-compliance with the Direct Agreement, these User Terms or actual or suspended unauthorized use of the Services. If you or Celsia terminate any agreement relationship with you, or if Celsia suspends your access to the Services in accordance with these Terms or the Direct Agreement, you agree that Celsia shall have no liability or responsibility to you and Celsia will not refund any amount that you may have already paid, to the fullest extent permitted under applicable law.

Sections of these User Terms that, either explicitly or by their nature, must remain in effect even after termination of the User Terms, shall survive termination.

9. Warranty and disclaimer

Celsia warrants that the Services will perform materially in accordance with the description of the Services as set out on our Websites. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding downtime. Celsia will notify our Customers in advance of any planned downtime which is expected to result in significant downtime. Should Celsia be in breach of its obligations pursuant to this section, Celsia shall at its own expense:
(i) use reasonable endeavours to rectify such non-compliance and, if rectification is not possible,  
(ii) replace all the non-conforming parts of the Services.

Celsia disclaims any other warranties than those set out in these User Terms and the Direct Agreement (if applicable). Further, under no circumstances will Celsia be liable for any third party applications, including the failure of any such third party applications.

Celsia shall not be responsible for breach of these warranties if cause by:
(i) hardware, software or other components which are not part of the Services, including any modifications by you or third parties,
(ii) errors or problems caused by you not complying with the User Terms and the Direct Agreement,
(iii) if Users has rejected the implementation of any upgrade, change, hot fix or similar, which would have prevented the error or problem; and
(iv) errors or problems caused by third parties not acting on behalf of Celsia.

10. Limitation of liability

To the maximum extent permitted by law, in no event will Celsia, it's employees, licensors or related partners, be liable for any indirect, incidental, punitive or consequential damages, or any loss of use, data, business or profits (whether direct or indirect), in all cases arising out of the use or inability to use the Services or any third party application, regardless of legal theory, without regard to whether Celsia has been made aware of the possibility of those damages, and even if a remedy fails of its essential purpose. Celsia's aggregate liability for all claims arising under or in connection with these User Terms shall be limited to the amounts paid by Customer to Celsia under the Direct Agreement during the twelve months immediately preceding the last event giving rise to liability.

Nothing in these User Terms removes or limits Celsia's liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.

11. Indemnification

To the fullest extent permitted by applicable law, User agrees to indemnify and hold harmless Celsia and parent company and affiliates, and their employees, from and against any claims and all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from:

(i) User's breach of these User Terms;
(ii) any activity in that User or anyone using User's account engages in or through the Celsia Service; and
(iii) User's violation of any law or the rights of a third party.

Celsia reserves the right to take over the exclusive defence of any claim for which Celsia is entitled to indemnification under these User Terms. In such an event, User shall provide Celsia with such cooperation as is reasonably required by Celsia.

12. Celsia ESG Portal purpose and specific terms

The above described user terms and conditions fully apply to the Celsia ESG Portal. Additional rules and specific terms outlined in this section apply to the Celsia ESG Portal users.

12.1 Purpose

Celsia ESG Portal is intended to be a place for users of Celsia products and services to connect, learn, share information, experiences, and thoughts on their sustainability and ESG reporting. It is also a platform for Celsia to inform their users about new products and services features, and provide updates on what is happening within the sustainability regulatory landscape. Celsia users are companies, banks and investment firms who report their sustainability using the EU taxonomy and Principle Adverse Impact indicators from the SFDR. As a result, the Celsia ESG Portal main focus is about these frameworks and regulations. Nevertheless, this is also a space to discuss other sustainability reporting standards such as the ESRS.

12.2 Chatham House Rules

​​To encourage an inclusive and open dialogue on the Celsia ESG Portal, we are adopting the Chatham House Rules. When a discussion, space, or part thereof, is held under the Chatham House Rule, members are free to use the information received, but neither the identity nor the affiliation of the speaker(s), nor that of any other member, may be revealed. Used effectively, the Chatham House Rule helps to bring people together, break down barriers, generate ideas and agree upon solutions. We believe that is applicable to sustainability reporting and our customers.By agreeing to the user terms, you agree to use the Chatham House Rules as a pre-agreed guide for using Celsia ESG Portal, particularly when issues of a sensitive nature are to be discussed.

12.3 End-user profile and access

Members are end-users are Celsia customers who are voluntarily part of the Portal and they can:

• Post content
• React to a post: reply, like
• Join spaces: Join Public Spaces, request to join private spaces
• Edit their profile: manage their own account and personal information
• Edit their own content and replies

End users can interact with all other members of Celsia ESG Portal.

On Celsia ESG Portal, all members' profiles are public and displayed in the member list. This information, if you fill it in, is public inside the Celsia ESG Portal:

• Your name
• Your company
• Your job title
• Your company website
• Your bio

“Personal Spaces” is a private area accessible only to end users from your company and Celsia admin.
“Public spaces” is a public area where end-users can join groups relevant to them. When you are in a group, the data you share is accessible to the other members of the group and Celsia admins. In the space and groups, all users have adopted the Chatham House Rules.
Guidelines are available in the Celsia ESG Portal to provide guidance and rules of interaction within each “Personal Spaces” and “Public Spaces”.

12.4 Moderation and admin

To ensure and foster a positive environment, Celsia may designate Celsia employees to act as moderators / administrators for Celsia ESG Portal ("Community Moderators"). Celsia reserves the discretion to remove and alter any user submission to Celsia ESG Portal at any time, with or without notice, for violation of these Terms, the Portal Guidelines, the User Terms, the Privacy Policy, otherwise being deemed inappropriate and/or unlawful; or for any other reason. Celsia has the discretion to block users who violate these Terms or the Portal Guidelines from posting and/or to terminate the user’s Celsia ESG Portal account.
‍
End-users can reach out to the system administrator for moderation of:

• Removing content they find inappropriate or using sensitive information
• Suggesting adding a group
• Any questions related to the usage of the Celsia ESG Portal

13. Miscellaneous

13.1 Entire Agreement 

Other than as stated in this Section 14 or as explicitly agreed upon in writing between User and Celsia, the User Terms constitutes all the terms and conditions agreed upon between User and Celsia and supersedes any prior agreements in relation to the subject matter of these User Terms, whether written or oral. 

13.2 Severability and Waiver 

Unless stated otherwise in these User Terms, should any provision of the User Terms be held invalid or unenforceable for any reason to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these User Terms, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Celsia or any third party beneficiary to enforce these User Terms or any provision thereof shall not waive Celsia or the applicable third party beneficiary's right to do so. 

13.3 Assignment

Celsia may assign these User Terms or any part thereof, and Celsia may delegate any of its obligations under these User Terms. The User may not assign these User Terms or any parts thereof, nor transfer or sub-licence User's rights under these User Terms to any third party.

14. Changes to the terms

Celsia reserves the right to change these User Terms from time to time. Changes may for example be made to accommodate new products or services, to adapt to legal requirements, or otherwise to better adapt the User Terms to Celsia's business. If there is a material change to these User Terms, Celsia will notify User either by email to User's registered email address, or in-Service notifications or on Celsia's official Website (as appropriate).

It is User's responsibility to read any such notification carefully. User's continued use of the Services after such changes will constitute acknowledgement and agreement of the modified terms. If User does not wish to continue using the Service under the new version of the terms, User may terminate these User Terms. 

15. Governing law and dispute resolution 

These User Terms are governed by the laws of Norway without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods. Norwegian law will apply to matters relating to the use of Services. 

Furthermore, any action to enforce these User Terms shall be brought in the courts located in Oslo (Nw. Oslo tingrett), Norway. User hereby agree to the jurisdiction by such courts and waive any jurisdictional, venue or inconvenient forum objections to such courts.