Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you") and Enigma One BV ("Tributr", "Company", "we", "us"), a Belgian company with VAT number BE 0806 199 959, concerning your access to and use of the Tributr CBAM compliance platform and services.

By accessing or using our services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our services.

2. Description of Services

Tributr provides a cloud-based software platform for Carbon Border Adjustment Mechanism (CBAM) compliance, including:

• Document processing and analysis
• CBAM calculations and reporting
• Compliance management tools
• Data storage and analytics
• Support and consultation services

3. Account Registration

3.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts. If registering on behalf of an organization, you represent that you have authority to bind that organization.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use
• Ensuring all account information is accurate and current

4. Subscription and Payment

4.1 Subscription Plans

We offer various subscription plans with different features and limits. Current pricing and features are available on our pricing page. We reserve the right to modify plans and pricing with 30 days' notice.

4.2 Payment Terms

• Subscriptions are billed monthly or annually in advance
• Setup fees are one-time charges billed upon service activation
• All fees are non-refundable except as required by law
• Payments are due within 30 days of invoice date
• Late payments may incur interest at 1.5% per month

4.3 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes, except for taxes based on our net income.

5. Acceptable Use

You agree not to:

• Use the services for any illegal or unauthorized purpose
• Violate any laws or regulations
• Infringe intellectual property rights
• Transmit malicious code or interfere with the platform
• Attempt to gain unauthorized access to any systems
• Use the services to compete with us or build a similar service
• Share login credentials or exceed usage limits

6. Intellectual Property

6.1 Our Property

The platform and all associated intellectual property rights remain our exclusive property. You receive no ownership rights except the limited right to use the services according to these Terms.

6.2 Your Data

You retain all rights to your data. By using our services, you grant us a limited license to process your data solely to provide the services. We will not use your data for any other purpose without your consent.

6.3 Feedback

Any feedback or suggestions you provide may be used by us without obligation to you.

7. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party. This obligation survives termination of these Terms for 5 years.

8. Service Level Agreement

For applicable plans, we commit to:

• 99.9% uptime availability (excluding scheduled maintenance)
• Response times as specified in your plan
• Data backup and disaster recovery procedures
• Security measures compliant with industry standards

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that our services will perform substantially in accordance with the documentation and that we will use commercially reasonable efforts to provide the services.

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not guarantee that the services will meet all your requirements or be error-free. You acknowledge that CBAM compliance is your responsibility and our services are tools to assist you.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• WE SHALL NOT BE LIABLE FOR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages.

11. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, and expenses (including legal fees) arising from:

• Your use of the services
• Your violation of these Terms
• Your violation of any rights of another party
• Your data or content

12. Term and Termination

12.1 Term

These Terms begin when you first access the services and continue until terminated.

12.2 Termination

Either party may terminate:

• For convenience with 30 days' written notice
• Immediately for material breach not cured within 15 days of notice
• Immediately for insolvency or bankruptcy proceedings

12.3 Effect of Termination

Upon termination:

• Your access to the services will cease
• All outstanding fees become immediately due
• We will provide your data for export for 30 days
• After 30 days, we may delete your data

13. Governing Law and Disputes

13.1 Governing Law

These Terms are governed by Belgian law, without regard to conflict of law principles.

13.2 Dispute Resolution

Any disputes shall be resolved through:

1. Good faith negotiations between the parties
2. If unsuccessful, binding arbitration under CEPANI rules in Brussels
3. The arbitration shall be conducted in English

13.3 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or breach of confidentiality.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Order Forms, constitute the entire agreement between the parties.

14.2 Amendments

We may update these Terms. Material changes will be notified 30 days in advance. Continued use after changes constitutes acceptance.

14.3 Severability

If any provision is found unenforceable, the remainder shall continue in effect.

14.4 Force Majeure

Neither party shall be liable for delays due to circumstances beyond their reasonable control.

14.5 Assignment

You may not assign these Terms without our written consent. We may assign our rights to a successor or affiliate.

15. Contact Information

For questions about these Terms:

Enigma One BV
Brasschaat, Belgium
Email: [email protected]
VAT: BE 0806 199 959