Definitions
(a) "Contracting Customer" means the entity that has a paid subscription with Coolset for the relevant use of the Platform.
(b) "Supply Chain" means, in relation to a specific order or material flow, the Contracting Customer and any entities it invites to the Platform, including upstream suppliers and downstream customers, and any further upstream entities invited in accordance with these Terms.
(c) "Supply Chain Member" means any entity within the Supply Chain other than the Contracting Customer.
(d) "Upstream Member" or "Supplier" means a Supply Chain Member that is invited to submit data in response to a Platform request.
(e) "Downstream Member" means a Supply Chain Member that is invited by the Contracting Customer solely to receive or view compliance-related data shared through the Platform and that does not submit data or send data requests through the Platform.
(f) "Requesting Entity" means the Contracting Customer or an Upstream Member that sends a data request through the Platform for a specific order or material flow.
(g) "Reporting Member" means a franchisee, investee, or other affiliated entity that is invited by the Contracting Customer to submit Scope 1, 2, and/or 3 emissions data, or general ESG data through the Platform for the purpose of carbon and ESG data consolidation and reporting. A Reporting Member is not a Supply Chain Member and is not subject to supply chain-specific provisions of these Terms, except where expressly stated. A Reporting Member does not fall under the Contracting Customer's Order Form or MSA with Coolset.
(h) "ESG Data Module" means the functionality within the Platform that enables Contracting Customers to collect, consolidate, and report ESG and emissions data from Reporting Members.
(i) "Reporting Member Data" means any Scope 1, 2, and/or 3 emissions data, activity data, ESG data or related information submitted by a Reporting Member through the Platform.
Section 1. Acceptance of Terms
1.1 Account creation. By creating an account, accessing the Platform, submitting data, or viewing data shared through the Platform, the Supply Chain Member or Reporting Member agrees to these Terms. Supplier may invite their own suppliers to respond to a request. Each invitee becomes part of the relevant Supply Chain and is bound by these Terms when they create an account or submit data. If Supplier invites others, Supplier is the Requesting Entity for that onward request.
Reporting Members may not invite further entities to the Platform. Only the Contracting Customer may invite Reporting Members.
1.2 Scope. The Platform is provided to enable Contracting Customers to collect, manage, and share supply-chain-related data required for compliance with applicable sustainability and trade regulations, including without limitation the European Union Deforestation Regulation ("EUDR") and the Carbon Border Adjustment Mechanism ("CBAM").
The Platform is also provided to enable Contracting Customers to collect and consolidate ESG and emissions data from Reporting Members for the purposes of ESG reporting, carbon management, group-level reporting, and compliance with applicable sustainability regulations, including without limitation the Corporate Sustainability Reporting Directive ("CSRD") and related frameworks.
By creating an account, each Supply Chain Member and Reporting Member acknowledges that its provision of accurate and timely data is essential to enable the Contracting Customer's compliance.
Section 2. Access Rights
2.1 Upstream Members. Coolset grants each Upstream Member a limited, non-exclusive, non-transferable, revocable right to use the Platform solely to (i) submit data in response to requests from a Requesting Entity within the relevant Supply Chain, and (ii) where applicable, invite its own upstream suppliers to fulfill such requests.
2.2 Downstream Members. Coolset grants each Downstream Member a limited, non-exclusive, non-transferable, revocable right to access and view compliance-related data shared by the Contracting Customer through the Platform. Downstream Members have no right to request data, invite other entities, modify data, or access data beyond what is explicitly shared with them.
2.3 Reporting Members. Coolset grants each Reporting Member a limited, non-exclusive, non-transferable, revocable right to use the Platform solely to submit Reporting Member Data in response to requests from the Contracting Customer through the ESG Data Module. Reporting Members may only view and edit their own submissions. Reporting Members may not view data submitted by other Reporting Members, request data from third parties, or invite other entities to the Platform.
2.4 Rights. No rights are granted beyond those strictly necessary for the relevant order, material flow, ESG reporting, or carbon analysis purpose.
Section 3. Supplier Data
3.1 Ownership. Supplier retains ownership of all data, information, and materials it submits through the Platform ("Supplier Data").
3.2 License. Supplier grants Coolset and the Customer a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Supplier Data for: (i) Contracting Customer's compliance obligations, (ii) Platform operation and improvement, and (iii) aggregated and anonymized analyses. To the extent the Contracting Customer shares derived compliance outputs with a Downstream Member ("Shared Compliance Data"), the Supplier grants the Downstream Member a limited, non-exclusive, non-transferable license to use such Shared Compliance Data solely for its own internal compliance, reporting, or regulatory obligations. Downstream Members may not further disclose, reuse, or repurpose Shared Compliance Data except as required by law. Viewing of raw geolocation and legality documents is limited to the Contracting Customer; other members of the Supply Chain may see status and validity results only.
3.3 Warranties. Supplier warrants that it has the rights to submit Supplier Data and that Supplier Data does not infringe third-party intellectual property or violate law. If Supplier acts as a Requesting Entity, it warrants it has a lawful basis to request the data and to invite further suppliers. Supplier will only request data that is necessary for the relevant order or material flow. The warranties in this Section 3.3 apply solely to Upstream Members submitting Supplier Data. Downstream Members make no representations or warranties regarding the accuracy, completeness, or legality of Supplier Data and acknowledge that such data is provided "as shared" by the Contracting Customer.
3.4 Retention Right. Coolset has no obligation to provide custom exports of Supplier Data beyond features made available in the Platform. Supplier remains responsible for retaining its own originals. Data handling is governed solely by the Contracting Customer's license with Coolset.
3.5 Supply Chain. Supplier acknowledges that the Contracting Customer and other Supply Chain Members may rely on Supplier Data for regulatory compliance purposes. Supplier will provide complete, accurate, and timely data and will promptly correct or update Supplier Data if it becomes aware of any inaccuracy or omission.
3.6 Delegation and pass-through. Supplier is responsible for invitations issued from its account. Each invitee is independently bound by these Terms once onboarded, and Supplier will not be liable for their subsequent misuse.
Section 4. Reporting Member Data
4.1 Ownership. Reporting Member retains ownership of all Reporting Member Data it submits through the Platform.
4.2 License. Reporting Member grants Coolset and the Contracting Customer a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and consolidate Reporting Member Data solely for: (i) the Contracting Customer's ESG reporting, carbon management, group-level emissions reporting, and compliance obligations; (ii) Platform operation and improvement; and (iii) aggregated and anonymized analyses. Except as set out in this Section, Coolset does not acquire any ownership or other rights in Reporting Member Data.
4.3 Data Visibility. Reporting Member Data is visible to the Contracting Customer in its consolidated workspace. Each Reporting Member may only access and view its own submissions. Reporting Members do not have visibility into data submitted by other Reporting Members.
4.4 Data on Relationship End. Upon termination of a Reporting Member's access to the Platform, whether due to a change in the relationship between the Reporting Member and the Contracting Customer or otherwise, Reporting Member Data already submitted will be retained by the Contracting Customer within its workspace. Coolset will continue to store Reporting Member Data on behalf of the Contracting Customer in accordance with the Contracting Customer's MSA and Order Form. The Reporting Member acknowledges that it has no right to require deletion of Reporting Member Data from the Contracting Customer's workspace following termination, except as required by applicable law.
4.5 Warranties. Reporting Member warrants that: (a) it has the right to submit all Reporting Member Data it provides through the Platform; (b) Reporting Member Data is, to the best of its knowledge, complete, accurate, and not misleading at the time of submission; (c) Reporting Member Data does not infringe any third-party intellectual property rights or violate applicable law; and (d) it will promptly correct or update Reporting Member Data if it becomes aware of any material inaccuracy or omission. The Contracting Customer is responsible for defining the scope of data requested from Reporting Members and for the use of consolidated outputs. Responsibility for the accuracy of Reporting Member Data is shared between the Reporting Member (as the submitting entity) and the Contracting Customer (as the requesting and consolidating entity), as further reflected in Section 10.
4.6 Retention. Coolset has no obligation to provide custom exports of Reporting Member Data beyond features made available in the Platform. Reporting Member remains responsible for retaining its own originals.
Section 5. Intellectual Property
5.1 Coolset IP. All intellectual property rights in the Platform and related materials remain owned by Coolset.
5.2 Restrictions. Supply Chain Members and Reporting Members may not copy, modify, reverse engineer, distribute, or create derivative works of the Platform.
5.3 Feedback. Any feedback provided by a Supply Chain Member or Reporting Member may be freely used by Coolset without restriction, including to improve features for Contracting Customers and their Supply Chains or Reporting Members.
Section 6. Confidentiality
6.1 Supplier will keep non-public information of Coolset or the Contracting Customer confidential. Disclosures to other members of the relevant Supply Chain that are necessary to fulfill a request are permitted, subject to the visibility limits in Section 3.2.
6.2 Downstream Members shall treat all data accessed through the Platform as confidential and shall not disclose such data to any third party except as expressly permitted by the Contracting Customer or required by law.
6.3 Reporting Members shall treat all non-public information of Coolset and the Contracting Customer as confidential. Reporting Members may not disclose Reporting Member Data submitted by other entities or any consolidated outputs visible in the Platform to any third party, except as required by applicable law or with the prior written consent of the Contracting Customer.
Exceptions apply for information that is publicly known, independently developed, or required by law.
6.4 Confidentiality obligations survive termination of a Supply Chain Member's or Reporting Member's account.
Section 7. Acceptable Use
Supply Chain Members and Reporting Members will not:
(a) use the Platform in violation of applicable laws;
(b) share login credentials;
(c) upload unlawful, malicious, or infringing content;
(d) attempt to disrupt or gain unauthorized access to the Platform;
(e) use the Platform to benchmark or develop competing services;
(f) provide access to Coolset competitors;
(g) misrepresent their role in a Supply Chain, ESG reporting, or Carbon Analysis context, or submit data requests outside the relevant order, material flow, or reporting scope;
(h) invite entities that are not part of the relevant Supply Chain for the order or material flow (applies to Supply Chain Members only);
(i) Reporting Members may not invite any other entities to the Platform, request data from third parties, or use the Platform for any purpose other than submitting Reporting Member Data as requested by the Contracting Customer;
(j) Downstream Members shall not use data accessed through the Platform to negotiate commercial terms, exclude suppliers, benchmark suppliers beyond compliance purposes, or infer non-shared Supplier Data.
These obligations flow down directly from the Coolset Master Subscription Agreement ("MSA").
Section 8. Privacy & Security
Supplier Data and Reporting Member Data will be processed in accordance with Coolset's Privacy Policy and the security and compliance standards published in the Trust Center. Supply Chain Members and Reporting Members agree not to upload personal data beyond what is strictly necessary for compliance, ESG reporting or carbon reporting purposes.
Section 9. Flow-Down Obligations from MSA
For each Supply Chain, ESG reporting or Carbon Analysis engagement, the Contracting Customer's MSA governs Coolset's services to that Contracting Customer. These Terms apply to Supply Chain Member and Reporting Member participation. Each Supply Chain Member and Reporting Member agrees to comply with the following obligations incorporated by reference from the Coolset MSA:
(a) export compliance: Will not use or provide access to the Platform in violation of applicable export or sanctions laws.
(b) anti-corruption: Will not offer or accept illegal or improper bribes, payments, or gifts in connection with Platform use.
(c) prohibited uses: As set out in the MSA, including restrictions on reverse engineering, misuse, and competing product development.
(d) confidentiality: As described in Section 6 and the MSA.
Section 10. Indemnification
10.1 Each Upstream Member (Supplier) will indemnify, defend, and hold harmless Coolset, the Contracting Customer, and any applicable Requesting Entity from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
(a) Supplier Data infringing, misappropriating, or otherwise violating any third-party intellectual property, proprietary, or other rights;
(b) the Upstream Member's breach of these Terms, including any representations or warranties made herein;
(c) the Upstream Member's violation of applicable law; or
(d) any invitations, data requests, or onward sharing initiated by the Upstream Member as a Requesting Entity, including claims that the Upstream Member lacked authority to request, submit, or share data, or requested data beyond what was necessary for the relevant order or material flow.
10.2 Each Downstream Member will indemnify, defend, and hold harmless Coolset, the Contracting Customer, and relevant Supply Chain Members from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
(a) the Downstream Member's misuse of Shared Compliance Data, including use beyond permitted compliance or reporting purposes;
(b) unauthorized disclosure or onward sharing of Shared Compliance Data;
(c) the Downstream Member's breach of these Terms; or
(d) the Downstream Member's violation of applicable law in connection with its access to or use of the Platform or Shared Compliance Data.
For clarity, Downstream Members do not indemnify any party for the accuracy, completeness, or legality of Supplier Data submitted by Upstream Members.
10.3 Each Reporting Member will indemnify, defend, and hold harmless Coolset and the Contracting Customer from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
(a) Reporting Member Data that is inaccurate, incomplete, or materially misleading, except to the extent that such inaccuracy, incompleteness, or misleading nature is attributable to the Contracting Customer's framing of the data request or its use of consolidated outputs;
(b) Reporting Member Data infringing or misappropriating any third-party intellectual property rights;
(c) the Reporting Member's breach of these Terms; or
(d) the Reporting Member's violation of applicable law in connection with its use of the Platform.
For the avoidance of doubt, the Reporting Member's indemnification obligation under (a) above is limited to inaccuracies or omissions within its own control. The Contracting Customer remains responsible for the scope and framing of data requests made to Reporting Members and for the downstream use of consolidated outputs.
10.4 The indemnified party will promptly notify the indemnifying party of any claim subject to indemnification under this Section 10, provided that failure to give prompt notice will not relieve the indemnifying party of its obligations except to the extent materially prejudiced. The indemnifying party will have sole control over the defense and settlement of the claim, provided that no settlement may impose any liability, admission of wrongdoing, or obligation on an indemnified party without its prior written consent (not to be unreasonably withheld).
Section 11. Liability
11.1 Disclaimer. The Platform is provided "as is" for Supply Chain Member's and Reporting Member's access.
11.2 Limitation. To the maximum extent permitted by law, Coolset disclaims liability to Supply Chain Members and Reporting Members for indirect, incidental, or consequential damages.
11.3 Nothing limits liability for gross negligence, willful misconduct, or liability that cannot be excluded under law.
Section 12. Termination
Coolset may suspend or terminate a Supply Chain Member's or Reporting Member's access at any time, including to protect the integrity of the Platform, for breach of these Terms, or at the request of the Contracting Customer.
Upon termination of a Supply Chain Member's access, Supplier Data and/or Shared Compliance Data may be deleted or retained as required by Contracting Customer agreements and applicable law. Upon termination of a Downstream Member's access, all rights to view or access Shared Compliance Data immediately cease, subject to mandatory legal retention requirements.
Upon termination of a Reporting Member's access, Reporting Member Data already submitted will be retained within the Contracting Customer's workspace in accordance with Section 4.4. The Reporting Member will no longer have access to the Platform or its submissions from the date of termination.
Section 13. Governing Law & Jurisdiction
These Terms are governed by the laws of the Netherlands. Any disputes shall be subject to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands.
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