Clever Climate
Terms & Conditions

Clever Climate is part of CoolTree B.V. (hereinafter both parties jointly referred to as: Clever Climate), private company under Dutch law, located in Amsterdam. These Terms and Conditions shall apply to all instructions/agreements from/with the client to Clever Climate with regard to verification (of data).

The purpose, scope, and specific activities related to verification assignments are defined contractually and are limited strictly to the stated goals. Verification data, documentation, or findings may not be used for other purposes than concluded or shared with external parties without explicit written permission from Clever Climate. Third parties cannot derive any rights from the work performed and the results thereof, other than concluded/defined in the contract. All verifications and services are subject to the condition that Clever Climate possesses and maintains the required certifications and qualifications to perform the agreed verification work. If these are not present or valid, the verification service may be suspended or cancelled without any right to compensation or other claims by the client. Verification services shall be performed by Clever Climate or by an affiliated and qualified entity. All agreements relate to best efforts obligations and never to result obligations. Clever Climate reserves the right to withhold or suspend the verification.

If the verification is carried out to comply with specific assessments (such as, for example, GRESB), Clever Climate cannot be held responsible for whether the verification performed by Clever Climate can in fact be used for that specific assessment purpose, nor for whether the intended objective of the verification in relation to that assessment is or will be achieved. Clever Climate is also not responsible for the timely or correct submission of the verification to the relevant assessment body/organisation. The client is responsible for the timely and accurate submission of the data to be verified and guarantees the authenticity of that data as well as the client’s rights to use and share it. The client shall indemnify Clever Climate against any claims or liabilities in this respect. If the required data or information is not submitted on time, Clever Climate reserves the right to withhold or suspend the verification.

Clever Climate is, except in the case of intent or gross negligence, not liable to the client or third parties for whatever reason, including but not limited to damage or losses incurred as a result of the actions or omissions of Clever Climate Claims related to alleged liability of Clever Climate must be submitted in writing and with reasons as soon as possible, but no later than six (6) months after the damage occurred.

Clever Climate is not liable to the client, and the client shall indemnify Clever Climate against any obligations or agreements that Clever Climate has entered into on behalf of the client, or that have arisen towards the client or third parties, insofar as such actions were carried out with the client's approval.

Work will be charged to the client on a monthly basis or on a per-assignment basis with a payment term of fourteen (14) days, to be calculated from the date of the invoice. In the absence of timely payment, Clever Climate is entitled to charge statutory interest.

All intellectual property rights and know-how arising from or related to (the possible conclusion of) an agreement or the execution of activities/assignments (hereinafter: "IP rights") belong exclusively to Clever Climate, regardless of where or when these IP rights arise. Nothing in these General Terms and Conditions or any other agreement is intended to transfer any IP rights.

Clever Climate and the client agree that the client will not, without the consent of Clever Climate, directly or indirectly approach, engage for work (whether as a freelancer or not), or hire employees of Clever Climate who have had direct and substantive contact with the client during the execution of the activities, both during the assignment and for a period of twelve (12) months after its termination. In the event of a breach of this provision, the client shall pay Clever Climate an amount equal to one hundred percent (100%) of the base annual salary of the respective employee in their new position, without prejudice to the right to other (damage) compensations.

The legal relationship between the client and Clever Climate is governed by Dutch law. Disputes will be exclusively resolved by the competent court in Amsterdam.

If one or more provisions of these delivery conditions are null and void or are nullified, the order and these delivery conditions will otherwise remain in force. The provisions that are not legally valid or cannot be legally applied will be replaced by provisions that are as close as possible to the purport of the provisions to be replaced.