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Terms & Conditions

General Terms and Conditions Scaler Platform

Version 2023.08.1

Scaler B.V. provides a platform called Scaler Platform that collects and processes data for sustainability purposes. The Platform processes the data provided by the User in accordance with the guidelines and standards used by the industry, sector and/or government to enable them to be used for ESG (reporting) purposes. The use of the Platform is subject to these Terms and Conditions.

1. Definitions

Active Asset: a building or part of a building with an individual data point in the Platform, and for which current data is being processed.

Application Manager: the person employed by the User who acts as a point of contact for Scaler regarding the use of the Platform.

Output: the data, reports and visualisations obtained from and displayed in the Platform after the data collected and entered by the User has been processed by the Platform.

Platform: the online "Scaler Platform" provided by Scaler B.V. The Platform allows Users to: (1) collect and categorise (ESG) data using a template/portal, (2) check the collected data to ascertain that it is complete for ESG reporting purposes, and (3) analyse and process the data for visualisation and reporting purposes.

Scaler: Scaler B.V., the provider of the Platform, with its registered office in Amsterdam.

Terms and Conditions: these "General Terms and Conditions Scaler Platform" that apply to the use of the Platform.

User: the user of the Platform, with whom Scaler has entered into a User Agreement.

User Agreement: the End User Licence Agreement between the User and Scaler regarding the use, costs and duration of use of the Platform, to which these Terms and Conditions have been declared applicable.

2. Applicability of the Terms and Conditions

  1. These Terms and Conditions apply to the User's use of the Platform. The User accepts these Terms and Conditions when using the Platform.
  2. Scaler is entitled to unilaterally amend the Terms and Conditions at any time. The most current version of the Terms and Conditions is available on the websitewww.scalerglobal.com. The User will be notified of relevant changes.
  3. If the User continues to use the Platform after an amendment, it thereby accepts the applicability of those amended terms. If the User does not agree to any amendment, it must terminate the use of the Platform in accordance with Article 9 of these Terms and Conditions.
  4. Each party represents and warrants to the other party that it has the legal power and authority to enter into the User Agreement.

3. Use of the Platform

  1. The Platform allows Users to (1) collect and categorise (ESG) data using a template/portal, (2) check the collected data to ascertain that it is complete for ESG reporting purposes and (3) analyse and process the data for visualisation and reporting purposes.
  2. The User is solely responsible for collecting and submitting the correct data to the Platform using a template or via direct portal input that Scaler makes available for this purpose, as well as for processing/using the Output. Scaler may not be held liable in any way for the processing and use of the User's data, including but not limited to any loss of data. Scaler makes the Platform available "as is" and does not provide the User with any services for the purpose of using the Platform.
  3. The processing of data in the Platform takes place based on the guidelines and standards used by the industry, sector and/or government. Scaler makes every effort to use current guidelines and standards, but may not be held liable in any way if the guidelines and/or standards used are not (or turn out not to be) correct.
  4. The use and deployment of the Platform is governed by the fair use principle. Scaler is entitled to terminate the User's use of the Platform if it acts contrary to this principle.
  5. The User will appoint an Application Manager who will be the point of contact for the rights and obligations that apply under the User Agreement and these Terms and Conditions. The User must state the Application Manager's name, phone number and email address. If a new Application Manager is appointed, the User will notify Scaler of this immediately and send Scaler the new Application Manager's details within 1 week of the new appointment.
  6. The User must have the software required to submit or process data on the Platform.
  7. The User is fully responsible and liable for the operation and use of the Platform and for all actions performed on or related to the Platform and indemnifies and holds Scaler harmless from and against, and hereby releases Scaler from, all damages that may result in connection with the use of the Platform. Scaler is not liable to the User or third parties on any grounds whatsoever. To the fullest extent permitted by law, Scaler shall not be liable to the User or any third party for any lost profits or revenues, or for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with the use of the Platform. In no event shall Scaler’s aggregate liability for any damages arising under or related to the Platform, the User Agreement or these Terms and Conditions exceed an amount equal to the sum that the User has paid to Scaler for the use of the Platform during the six-month period prior to the event that caused the damage. Any liability ceases to have effect and/or expires six months after the date on which the User becomes aware of the damage and of Scaler's liability, and in any event six months after the User Agreement ends.
  8. Scaler is not liable to the User in the event of or as a result of force majeure. Force majeure includes, but is not limited to, labor dispute, fire, cyber-attack, war, any defective performance of obligations by suppliers, power grid failures, failures of/at the server and other failures that impede data traffic.
  9. User is not allowed to use Scaler or generated reports/data during the Pilot Period for internal or external (official) disclosure or other submission purposes. Reports generated during the Pilot Period are only intended as an example of Scaler functionality. In the event that User does use Scaler or generated reports/data during the Pilot Period for internal or external (official) disclosure or other submission purposes, Scaler is not liable to the User or third parties on any grounds whatsoever and User indemnifies and holds Scaler harmless from and against, and hereby releases Scaler from, all damages that may result in connection with this use of the Platform and reports/data.

4. Unlawful use of the Platform

  1. It is not permitted to use the Platform illegally in any way. What is, in any case, considered to be unlawful is the use of the Platform in violation of the User Agreement and/or these Terms and Conditions, as well as use in violation of the applicable law. In the event that any claims, actions, demands or proceedings made or brought against Scaler due to illegal actions by User, User will defend Scaler and will indemnify Scaler for any damages resulting therefrom.
  2. Scaler is entitled to unilaterally terminate the User Agreement in writing if Scaler is of the opinion that there has been a breach of it and/or these Terms and Conditions, without being obliged to provide any further explanation and without being liable for any damage. In that case, the User must immediately stop using the Platform and remove it (and all versions of it) from its server/computer permanently, in accordance with Article 9 of these Terms and Conditions.
  3. If the User knows or reasonably suspects that unlawful use is being made of the Platform, then it must immediately report this to Scaler, by email. If required, the User will cooperate and make every effort to put an end to the unlawful use of the Platform.

5. Intellectual property rights

  1. All intellectual property rights including but not limited to copyrights, trademark rights, trade name rights and database rights (subject to Article 5(4) below) relating to the Platform, as well as the templates Scaler makes available are vested exclusively in Scaler. Nothing in the User Agreement and/or these Terms and Conditions is intended to effect any transfer of intellectual property rights.
  2. Scaler provides to the User, and the User accepts, a limited, personal, revocable, non-exclusive, non-sublicensable and non-transferable right to access and use the Platform solely for the purpose of using it in accordance with Article 3(1) of these Terms and Conditions, on the conditions set out in the User Agreement and these Terms and Conditions.
  3. Any actions that infringe the Scaler's intellectual property rights or uses outside of the rights expressly granted in the User Agreement and these Terms and Conditions, including but not limited to sharing and/or making the Platform and/or templates available to third parties, are not allowed.
  4. The User itself retains any intellectual property rights to the data that the User submits to or inputs in the Platform.
  5. Scaler is entitled to use the data of User and Output internally and for benchmark/marketing activities and analyses, after first having anonymised those data, without the User being entitled to any compensation (on any grounds whatsoever).
  6. Scaler is entitled to use the User's trade name and/or logo and/or other of its communications for the purpose of marketing activities.

6. Confidentiality

  1. Parties must maintain strict confidentiality with regard to all confidential information. Parties must not share confidential information with third parties and must only use it in order to use the Platform in accordance with the User Agreement and these Terms and Conditions, unless the parties have explicitly agreed otherwise in writing. Confidential information is, in any case, understood to mean, but is not limited to, any information provided in any form whatsoever, whether written, electronic, tangible and/or oral, which the parties obtains when using the Platform, in particular, but not limited to, information about Scaler's software, templates, working methods and know-how. Confidential information also means any information that the parties should reasonably assume is confidential or secret.
  2. When the User Agreement ends, parties will ensure that all confidential information and any copies of it is/are handed over to the other party or will be deleted.

7. Terms of payment

  1. The User and Scaler have agreed on the cost of using the Platform in the User Agreement.
  2. The User is charged quarterly (calendar quarters) for using the Platform. Payment is due within fourteen (14) days of the invoice date unless the parties agree otherwise in the User Agreement. Scaler is entitled to charge statutory interest on any overdue payment. The calculation of the costs for the use of the Platform is based upon the number of Active Assets. The reference moment is the highest number of Active Assets of each calendar month.
  3. All fees and amounts payable under the User Agreement are exclusive of any taxes, including any direct or indirect local, state, federal or foreign taxes, levies, duties or similar government assessments of any nature (such as VAT, GST, excise, sales, use or withholding taxes).

8. Service/updates

  1. Scaler does not provide the User with any service(s) for the purpose of using the Platform. Any additional service(s), tools and/or applications are beyond the scope of the User Agreement and these Terms and Conditions.
  2. The User agrees to any updates/changes to the Platform to a new version, including but not limited to new functions, features/properties, operation and design. Scaler is not liable to the User or third parties, and the User is not entitled to compensation, for any non-accessibility to/operation of the Platform due to an update.
  3. Scaler is entitled to change the location where the Platform is hosted or the organisation that hosts it, provided that the hosting is only outsourced to a party that complies with the relevant privacy regulations.
  4. If there are any problems accessing or using the Platform, the User can send an email to: info@scalerglobal.com. We will respond to you within a reasonable time and will make a best effort to solve the problem.

9. End of use

  1. The User and Scaler have agreed how long the Platform will be used for in the User Agreement. If they have agreed a specific period, after completion of the specific period the User Agreement will be automatically renewed for an indefinite period, unless User or Scaler has terminated the User Agreement no later than 1 month before the expiration of the current term. If an indefinite period applies or has been agreed, the User and Scaler are entitled to terminate the User Agreement in writing, subject to a two-month notice period. If no specified period has been agreed, this User Agreement will be considered as a User Agreement with an indefinite period. In the event of a User Agreement with a specific period Scaler is, upon completion of the term, entitled to amend the fee for the use of the Platform. In the event of a User Agreement with an indefinite period Scaler is, after each successive year from the moment that the agreement was agreed upon, entitled to amend the fee for the use of the Platform.
  2. If the User Agreement is terminated, the User must permanently remove all versions of the Platform, including the associated templates, from its computers, servers and other data storage media within 5 days of that termination. After completing the removal, the User will confirm this to Scaler in writing.
  3. After the User Agreement ends, the User is not entitled to the Output or any other data/information/visualisations to be transferred to itself or third parties.
  4. Scaler is entitled to suspend and/or terminate (without further notice) the use of the Platform, the Terms and Conditions and the User Agreement if the User breaches the User Agreement and/or these Terms and Conditions.
  5. After the User Agreement ends, the conditions set out in Articles 5 (other than Article 5(2)) and 6 of these Terms and Conditions will remain in full force and effect. Without limiting the foregoing, upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the Restrictions and terms and conditions relating to confidential information and proprietary rights, disclaimers, indemnification, limitations of liability, termination and the general provisions below.

10. Miscellaneous

  1. These Terms and Conditions and the use of the Platform are governed by Dutch law. Disputes will be submitted to the competent court in the district of Amsterdam.
  2. Scaler is entitled to transfer the rights and obligations ensuing from these Terms and Conditions and the underlying User Agreement to an affiliated party of Scaler, but to other third parties only with prior consent of User. The User shall not have the right to transfer or assign, including by operation of law, these Terms and Conditions or the underlying User Agreement without the prior written consent of Scaler.
  3. Any arrangements included in the User Agreement that differ from the provisions in these Terms and Conditions will prevail over the relevant provisions of these Terms and Conditions.
  4. The privacy statement posted on www.scalerglobal.com, to which the User agrees, applies to the use/processing of personal data and cookies.
  5. In the event of unreasonable amounts of questions from User regarding governance, cdd, audit, compliance or similar questions/topics, Scaler is entitled to charge User the hours worked or costs incurred for this purpose.
  6. These Terms and Conditions and the User Agreement constitutes the entire agreement of the parties concerning its subject matter and is intended to be the final expression of their agreement, and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral.