Terms & Conditions Quantified Impacts ApS
Updated at: 14-10-2025
Purpose and scope
1.1 These terms and conditions (“Terms”) govern the contractual relationship between Quantified Impacts ApS, CVR No. 43522086 (the “Supplier”), and the legal entity specified in the subscription agreement (the “Customer”), concerning the delivery and Customer’s use of the Supplier’s SaaS solution (the “Platform”).
1.2 The Platform assists the Customer in calculating and documenting its climate footprint in connection with the production of goods and products. The calculation of the Customer’s climate footprint is performed by linking specific emission factors to the materials used by the Customer in the production of its goods and products.
1.3 The Customer’s materials are identified and categorized based on the Customer’s uploaded item numbers - either manually or via the Supplier’s API - after which they are linked to specific emission factors from the Supplier’s databases (the “Material Emission”).
1.4 The Terms are supplemented by a separate subscription agreement with an associated implementation plan (together, the “Agreement”), which defines the number of users and Active Carbon Footprints (as defined below) included in a license.
1.4.1 “Active Carbon Footprints” means an individual calculation or record representing either:
a specific raw material, production process, or other part of the production; and/or
a unique combination of an emission factor and an item number.
1.4.2 Each unique combination of an item number and an emission factor constitutes one Active Carbon Footprint, regardless of whether the same item number or emission factor appears in other products, quantities, or combinations
1.5 By creating one or more users or using the Platform, the Customer accepts these Terms. The Terms apply to all users, whether access is provided as part of a free trial or a paid subscription.
Supplier’s Responsibilities
2.1 The Supplier undertakes to ensure that the Platform meets the requirements of the Agreement and is free from material defects, provided that the Customer complies with its obligations described in Section 3 below.
2.2 The Supplier is also responsible for ensuring that the Platform complies with mandatory legislation in force at the time of the Agreement’s conclusion; subsequent legislative changes shall be handled as amendments.
2.3 Notwithstanding the foregoing, the Supplier is not responsible for compliance with laws specific to the Customer or the Customer’s industry.
Customer’s Responsibilities
3.1 The Customer is responsible for its own equipment used in connection with the Platform, including establishing, updating, and maintaining the necessary integration with the Supplier’s API - for example, between the API and the Customer’s ERP system.
3.2 The Customer is responsible for the proper setup and maintenance of the integration between its own systems and the Platform, including continuous synchronization and data upload. The Customer must use the most recent version of the Platform and update its integration with the Supplier’s API in line with any updates or upgrades. The Supplier may require such updates with reasonable prior notice.
3.3 The Customer must inform the Supplier of all matters relevant to the Platform’s delivery, assist in organizing the work, and allocate the necessary resources to ensure the Platform can be delivered as agreed.
3.4 The Supplier cannot be held responsible for any issues arising from the Customer’s failure to fulfill its obligations under the Agreement.
3.5 The Customer is responsible for maintaining the confidentiality of usernames, passwords, and other account information used to access the Platform.
3.6 The Customer must immediately notify the Supplier if there is any suspicion of unauthorized access or misuse of the Platform.
Subcontractors
4.1 The Supplier is responsible for its subcontractors as if their services were provided by the Supplier itself.
4.2 However, this does not apply to subcontractors providing standardized cloud services, including hosting, infrastructure, and platform services such as Microsoft Azure (“Standardized Third-Party Services”).
4.3 In the event of interruptions or outages of the Platform caused by Standardized Third-Party Services, the Supplier is exempt from its obligations under the Agreement.
4.4 In cases of defects or errors in Standardized Third-Party Services, the Supplier must report these to the relevant third party and follow up. Beyond this, the Supplier bears no responsibility. The Customer may not invoke any remedies against the Supplier due to such defects.
Operational Stability, Support, and Availability
5.1 The Platform and the associated services are provided “as is” and “as available.” The Supplier provides no warranties of any kind, whether express or implied, unless otherwise expressly stated in these Terms.
5.2 The Supplier strives to ensure high availability of the Platform but does not guarantee any specific uptime.
5.3 Support is provided via email at contact@quantifiedimpacts.com during normal business hours (09:00–16:00 CET on weekdays), and the Supplier endeavors to respond to inquiries as quickly as possible.
Intellectual Property Rights
6.1 Each party retains all intellectual property rights owned prior to entering into the Agreement, regardless of whether such rights are incorporated into the services provided under the Agreement.
6.2 All intellectual property rights related to the Platform (developed before or after the conclusion of the Agreement), including but not limited to software, source code, design, logos, databases, and know-how, belong to the Supplier or its licensors.
6.3 Subject to the Customer’s compliance with its obligations under the Agreement, the Customer is granted a time-limited, non-exclusive, and non-transferable right to use the Platform for the Customer’s internal business purposes only, and not for resale or use by third parties, including the Customer’s own clients or affiliated companies.
6.4 The number of licenses, Active Carbon Footprints, and users shall be specified separately in the subscription agreement entered into between the parties.
6.4.1 If the Customer’s license purchase relates to a limited number of users, the right of use is granted only to the number of named users set out in the subscription agreement. Each named user is entitled to use the Platform on any device.
6.4.2 Users who, through third-party programs, utilize data from the Platform’s databases must also hold a valid license for the Platform.
6.4.3 The Customer may at any time replace a named user with another, provided that the Customer gives written notice to the Supplier and that the total number of users does not exceed the number specified in the subscription agreement.
6.5 The Customer must not perform reverse engineering, decompilation, scraping, enable unauthorized access, or engage in any other use of the Platform that contravenes these Terms or applicable law.
6.6 All users of the Platform must create a user profile granting access to the Platform. The Customer is responsible for administering such users, including oversight of their use of the Platform.
6.7 The Customer must not use the Platform in any manner that could harm the Supplier’s name, reputation, or goodwill, or that contravenes applicable laws or regulations.
Third-Party Rights
7.1 The Customer must ensure that the Supplier’s use of material uploaded by the Customer to the Platform (for example, item numbers, bills of materials, or similar) does not infringe any third-party rights, and that such material may lawfully be used by the Supplier during the term of the Agreement, including in accordance with Section 8 below.
7.2 If the Supplier is subject to any claim for infringement of third-party intellectual property rights arising from its use of material uploaded by the Customer to the Platform, the Customer must indemnify the Supplier against any direct losses, damages, or other documented costs and expenses reasonably related to such claim.
7.3 The Supplier is obliged to ensure that the Customer’s use of the Platform does not infringe third-party intellectual property rights, provided that the Customer’s use of the Platform is in accordance with its intended purpose and the requirements of the Agreement.
7.4 If the Customer is subject to any claim for infringement of third-party intellectual property rights arising from the Customer’s proper use of the Platform, the Supplier must indemnify the Customer against any direct losses, damages, or other documented costs and expenses reasonably related to such claim.
7.5 The Supplier’s liability under this clause is subject to the limitations set out in Section 13 (Limitation of Liability).
Data Ownership
8.1 The Customer remains the owner of all customer-specific data uploaded to the Platform, including but not limited to production data, bills of materials, routes, supplier data, and calculations relating to the Customer’s products (“Customer Data”).
8.2 The Supplier owns the rights to the generated information concerning Material Emission, i.e., the specific match between item numbers and emission factors, including any related documentation produced based on the Customer’s uploaded item numbers.
8.3 The Supplier is entitled to use Customer Data in anonymized and/or aggregated form for statistical purposes, analysis, and improvement of the Platform, provided that such data can never be traced to an identifiable customer or specific product.
Personal Data
9.1 No data processing agreement is established between the parties upon entering into the Agreement, and each party shall therefore act as an independent data controller for any personal data that it processes in connection with the performance of the Agreement.
9.2 If, during the term of the Agreement, the Supplier processes personal data on behalf of the Customer, the parties shall enter into a data processing or sub-processing agreement based on the Danish Data Protection Agency’s standard contractual clauses.
Confidentiality
10.1 Both parties are subject to a duty of confidentiality with respect to all information that they become aware of or gain possession of under the Agreement regarding the other party, and each party shall treat such information as confidential (“Confidential Information”).
10.2 Subject to Section 8.3, the parties may only use Confidential Information for the purpose of fulfilling the Agreement and may only disclose such information to employees, subcontractors, or external advisors who have a legitimate need to access the information and who are subject to confidentiality obligations at least as stringent as those set out in this Section 10.
10.3 The duty of confidentiality does not apply to:
Confidential Information that has become publicly available or generally known through no fault of the receiving party;
Confidential Information disclosed to the receiving party by a third party not bound by confidentiality obligations toward the disclosing party, where the receiving party acts in good faith regarding the third party’s lawful possession of such information; or
Disclosure of Confidential Information where required by law or governmental order.
10.4 The duty of confidentiality shall apply during the term of the Agreement and for three (3) years following its termination.
Payment and Invoicing
11.1 The Platform is made available against payment of a prepaid monthly or annual subscription fee, as set out in the subscription terms contained in the Agreement.
11.2 The applicable prices and the number of users and Active Carbon Footprints covered by the relevant license are specified in the Agreement. The Customer may, at any time during the subscription period, increase the number of users and/or Active Carbon Footprints in accordance with the then-current subscription packages, with immediate effect and proportional (pro-rata) payment for the remainder of the period. A reduction in the number of users may take effect only upon expiration of the current subscription period.
11.3 The Supplier is entitled to change the subscription prices with at least 30 days’ notice. For price increases exceeding 15%, the Customer shall have the right to terminate the subscription effective from the date the change takes effect.
11.4 All prices are exclusive of VAT and any applicable duties or taxes.
11.5 If the Customer wishes to dispute an invoice, such objection must be submitted no later than ten (10) days after receipt of the invoice.
11.6 Payment must be made no later than 30 days from the invoice date.
11.7 In case of late payment, a default interest of 2% per month will be added to the outstanding amount.
Warranties
12.1 The Supplier only guarantees the accuracy of the emission factors included in the Supplier’s emission factor database. The Supplier assumes no responsibility for the quality or accuracy of the Customer’s Data or third-party data.
Limitation of Liability
13.1 Neither party shall be liable for the other party’s indirect losses, including consequential losses, loss of business, loss of data, loss of income, loss of profits, loss of goodwill, or anticipated savings, regardless of the cause.
13.2 Each party’s total aggregate liability, including liability toward third parties, in relation to any claim shall be limited to an amount corresponding to the total fees invoiced under the Agreement during the twelve (12) months preceding the event giving rise to the liability. If the event occurs within the first twelve (12) months of the Agreement’s term, the liability shall be limited to the average monthly revenue during the elapsed period multiplied by twelve (12).
13.3 If the Customer becomes aware that the Supplier may have acted in a manner giving rise to liability, the Customer must immediately, and without undue delay, provide written notice to the Supplier. Failure to do so will result in the Customer forfeiting the right to hold the Supplier liable for the act or omission in question.
13.4 The limitations of liability set out in this Section 13 do not apply in cases of gross negligence or willful misconduct.
Duration and Termination
14.1 The right of use, as defined in Section 6, applies for the period during which the Customer holds a valid subscription as specified in the Agreement and terminates upon the expiry of the Agreement.
14.2 Unless otherwise stated in the Agreement, either party may terminate the Agreement with one (1) month’s written notice to the end of the current subscription period. The Agreement will automatically renew for a new subscription period of the same duration unless either party has terminated the Agreement before the end of the ongoing subscription period.
Default
15.1 In the event that either party materially breaches its obligations under the Agreement, the non-breaching party shall be entitled to terminate the Agreement with immediate effect and claim damages in accordance with the general rules of Danish law - subject, however, to the limitations set out in this Agreement -provided that the breaching party has not remedied the breach within fourteen (14) calendar days after receiving a written notice from the non-breaching party. Termination may, however, occur without prior notice if the breach is of such a nature that it cannot be remedied.
15.2 The Supplier shall be entitled to immediately suspend or terminate the Customer’s access to the Platform without notice in the event of the Customer’s material breach, including but not limited to non-payment, misuse of the Platform, or violation of these Terms.
Effects of Termination
16.1 Upon termination of the Agreement, the Customer’s right to use the Platform ceases, and the Supplier shall have no further obligation to provide services to the Customer, subject to the provisions below regarding delivery of Customer Data.
16.2 Upon termination of the Agreement, for any reason, the Customer shall be entitled to receive the Customer Data in a standardized electronic format (e.g., CSV or Excel), provided that a request for such delivery is submitted no later than thirty (30) days after termination of the Agreement.
16.3 After the expiry of this period, the Supplier shall be entitled to permanently delete the Customer Data, unless retention is required under applicable law.
Amendments to the Terms
17.1 The Supplier may at any time make amendments to these Terms.
17.2 Any amendments shall be notified with at least thirty (30) days’ written notice. The Customer’s continued use of the Platform after the amendments take effect shall constitute acceptance of the amended Terms.
Force Majeure
18.1 If, after the conclusion of the Agreement, an event occurs that prevents a party from fulfilling its obligations under the Agreement, the party shall be exempt from liability if the failure is due to circumstances that can be considered force majeure. Such circumstances include, but are not limited to, pandemics, war, terrorism, fire, riots, strikes, lockouts, or other serious labor disputes, civil unrest, earthquakes, floods, explosions, or other natural phenomena, as well as defects or delays in deliveries from suppliers or subcontractors due to the aforementioned circumstances (collectively referred to as “Force Majeure”), and errors or outages in Standardized Third-Party Services as defined in Section 4.2.
18.2 Any agreed deadline shall automatically be extended by a period equal to the duration of the Force Majeure event.
18.3 If a party is prevented from fulfilling the Agreement for more than twenty (20) business days due to Force Majeure, the other party shall be entitled to cancel the Agreement. In the event of such cancellation, each party shall retain what it has received from the other party, and no further claims shall exist between the parties.
Assignment
19.1 A party may assign its rights and obligations under the Agreement to a third party only with the prior written consent of the other party. Such consent may not be unreasonably withheld.
Governing Law and Venue
20.1 These Terms shall be governed by and construed in accordance with Danish law.
20.2 In the event of any dispute between the parties that cannot be resolved through ordinary cooperation, the parties shall escalate the matter to discussions between their respective representatives responsible for the execution of the Agreement (“Management Representatives”). A meeting between the Management Representatives shall be held no later than five (5) business days after such a request by either party.
20.3 If no resolution is reached through the process described above within thirty (30) business days after negotiations have commenced, the dispute shall be settled by arbitration in accordance with the rules adopted by the Danish Institute of Arbitration. If the value of the dispute does not exceed DKK 1,000,000, the dispute shall be settled pursuant to the Danish Institute of Arbitration’s rules for simplified arbitration.
