1.1 WeDontHaveTime is a social network for user-generated content, focused on the climate and the environment, with unique features for interactions between organizations, business and their stakeholders, The partnership is the entrance to all of WeDontHaveTime’s services and global network of members and followers, as described in Appendix 1 (the“Service”).
2. The Partner’s rights and obligations
2.2 The Partner acknowledges that WeDontHaveTime shall have the right to use an ad ministrative interface to administer content on the Service, such as posts, ideas,
comments and users on thePartner’s Service user profile.
2.3 The Partner warrants that all information provided to WeDontHaveTime is valid and accurate andshall at all times keep such information up to date.
2.4 The Partner shall make all reasonable efforts to respond to climate reviews that reach 100 agrees or more, where users of the Service have requested the Partner to provide its response. WeDontHaveTime will proactively remind the Partner to respond to these reviews.
3. The Partner’s use of the Open for Climate Dialogue Badge
3.1 Subject to its compliance with this Agreement, the Partner is granted a non-exclusive and non-licensable right to use WeDontHaveTime’s certification “Open for Cli mate Dialogue” (the “Badge”).The Partner may use the Badge on its website, in e mail signatures and in other public contexts that relate to the Partner’s ongoing climate and environmental work.The Partner’s use of the Badge shall always be in accordance with any instructions and guidelines for use of the Badge that WeDontHaveTime may provide and such use shall never be carried out in a way that can damage WeDontHaveTime, the Badge, or their reputation or renown. The Partner is solely responsible for its use of the Badge.
3.2 The Partner must never, through use or otherwise, give the appearance that the Partner is the owner of the Badge and must also refrain from any action, such as applying for a trademark registration, to pursue to claim any other right to the Badge or any similar sign.
4.WeDontHaveTime’s rights and obligations
4.1 WeDontHaveTime shall make the Service available to the Partner via an online interface.
4.2 WeDontHaveTime shall provide reasonable administrative support to the Partner for its use of the Service. After its receipt of a question from the Partner, WeDontHaveTime will normally provide the Partner with support within one working day (according to the Swedish calendar).
4.3 WeDontHaveTime will occasionally invite the Partner to public events in accordance with the Term (as defined below) chosen by the Partner. Such events will be offered under specific terms that apply for each separate event, such as that participation can be offered on a first come first serve basis.
4.4 WeDontHaveTime encourages engagement by planting a tree for every climate review given to the Partner. Maximum 1,000 trees per month.
5. Changes or updates to the Service
WeDontHaveTime shall have the right to, but not be obligated to, improve the Service and may therefore at anytime and without prior notice update, modify, delete or limit any part of theService or interrupt the availability of the Service. The Partner agrees that its continued use of the Service shall amount to its approval of any such updates or changes to the Service. WeDontHaveTime will inform the Partner of updates or changes to theService via the e-mail address associated with the Partner’s user profile or in any other appropriate manner.
6. Pricing and Invoicing
6.1 The Partner’s price for its use of the Service is 500€ per month.
6.2 The Partner is entitled to a discount of €400 per month, provided that the Partner meets certain requirements (“Discount Requirements”). The Partner should be considered to meet The Discount Requirements if it is
(a) An NGOs, defined as a not-for profit, voluntary citizen’s group that is organized on a local, national or international level to address issues in support of the public good.
(b) A climate start-up, defined as a for-profit organization that currently does not turn a profit and whose net sales does not exceed €500,000 and whose main business model is based on a product or service that reduces climate impact.
6.3 WeDontHaveTime reserves the right to deny anyPartner the discount on the grounds that it does not meet the DiscountRequirements.
6.4 WeDontHaveTime reserves the right to make future adjustments of the price, the discount and theDiscount Requirements. The Partner will be informed of any such changesat least three (3) month prior to the adjustment. WeDontHaveTime will inform the Partner via the e-mail address associated with thePartner’s user profile or in any other appropriate manner.
6.5 All amounts and fees stated or referred to in this Agreement are exclusive of value added tax(VAT) and the Partner shall be responsible for paying to WeDontHaveTime all applicable value added tax and similar taxes.
6.6 Payments are due and payable thirty (30) days after Partner’s receipt of the invoice, unless otherwise agreed. WeDontHaveTime may issue interest on late payment in accordance with the SwedishInterest Act (Sw. räntelagen).
7. Term and termination
7.1 The Partner is entitled to full access to the Service for a period of30 days without cost (the “Trial Period”).
7.2 When the Trial Period has passed, The Partner commits to the Service for at least three (3) months (the “Term”).
7.3 The Partner has the right to terminate this Agreement at no extra cost duringthe Trial Period. Termination before the end of Trial Period shall be done through written notice to We Don’t Have Time.
7.4 When the Trial Period has passed, The Partner commits to the Service for at least three (3) months (the “Term”).
7.5 This Agreement shall commence on the date when it has been duly executed by both Parties and (subject to earlier termination pursuant to Clause 7.3–7.4) shall remain in full force and effect until expiry of the first Term. At the end of that initial Term, or any subsequent Term thereof pursuant to a renewal under this Clause, this Agreement shall be automatically renewed for successive periods equal to the Term unless terminated by the Partner giving written notice to that effect to WeDontHaveTime not later than three (3) months prior to the expiry of the relevant Term.
7.6 WeDontHaveTime shall always have the right to terminate the Agreement giving the Partner not less than three (3) months’ notice to that effect.
7.7 Without prejudice to any remedy it may have against the other Party for breach or non-performance under this Agreement, either Party shall have the right to terminate the Agreement with immediate effect:
(a) if the other Party should commit or permit a breach or non-performance of material importance to the other Party and should fail to remedy such breach
or non-performance within 30days after receipt of written notice; or
(b) if the other Party should enter into liquidation, either voluntary or compulsory, or become insolvent or enter into composition or corporate reorganisation
proceedings or if execution be levied on any goods and effects of the other Party or the other Party should enter into receivership. Notice of termination shall be given without undue delay after the circumstance constituting the breach was or should have been known to the aggrieved Party.
8. Consequence of termination
In the event of termination of this Agreement the Partner shall immediately:
(a) cease use of the Service and the Certification,
(b) return any data, information or other material that the Partner has received
from WeDontHaveTime and destroy any copies of such items,
(c) confirm its compliance with the obligations in this Clause in writing to WeDontHaveTime.
9. Application of supplementary conditions
9.1 The Partner may use a supplementary voucher code ("Voucher") provided to the Partner by WeDontHaveTime, in which case supplementary conditions apply.
9.2 The supplementary conditions applicable to Vouchers are specified by WeDontHaveTime to the Partner in connection with WeDontHaveTime's providing the Voucher to the Partner. These supplementary conditions can include modifications of pricing, Trial Period, Term and other alterations and additions to these Terms and Conditions.
9.4 Two or more Vouchers may not be combined so that two or more sets of supplementary conditions are combined.
9.5 It is WeDontHaveTime's exclusive prerogative to, at any time and without prior consent, revoke or alter the supplementary conditions of any Voucher, in which case the original Terms and Conditions, or a version of these, apply. WeDontHaveTime must immediately inform the Partner in writing of any such changes.
10.1 All information which is not publicly available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a Party or to any of its business matters, which has been disclosed or may be disclosed to the other Party (the “Receiving Party”)or which the Receiving Party has or may otherwise become aware of in connection with this Agreement, shall at all times be kept strictly confidential by the Receiving Partyand not be used by it for any other purpose than the performance or enforcement of this Agreement, nor be disclosed by it to any third party without the prior written consent of the other Party (such consent not to be unreasonably withheld).
10.2 The restrictions in Clause9.1 shall not apply to information:
(d) to the extent reasonably necessary to be used or disclosed by the Receiving Party in order for it tosecure its interests against the other Party in connection
with a dispute, controversy or claim arising out of or in connection with this Agreement or to otherwise enforce its rights under this Agreement;
(e) that was at the time of its disclosure or which becomes thereafter generally available to the public otherwise than as a consequence of a breach by this
(f) that was already known to the Receiving Party or otherwise in its possession
prior to the time of its disclosure;
(g) that was obtained by theReceiving Party in good faith without restriction from a third party; or
(h) that the Receiving Party is required to disclose by law or any governmental or other regulatory authority or by any applicable contract or regulations of any
applicable stock exchange or other market place.
The Party using or disclosing any information or documentations with reference to any of these exceptions bears the burden of proof to establish that the relevant exception applies.
11. Limitation of liability
10.1 Neither Party shall be liable for any special, indirect, incidental, consequential damage or loss of any kind, regardless of how it was caused and including but not limited to, loss of profit, loss of reputation or goodwill, loss of production, loss of business or business opportunities, loss of revenues or anticipated savings, or loss or corruption of data or information. This limitation will apply irrespective of whether such dam
age or loss was foreseeable or not at the time when the Agreement was formed (even if advised of the possibility of such damage or loss).
10.2 Either Party’s aggregate liability for any other damage or loss of any kind (regardless of how it was caused and including any damage or loss caused by negligence) under or in connection with this Agreement shall be limited to an amount equal to the total price payable by the Partner for the Service under this Agreement during the three
(3) month period immediately preceding the event which caused the damage or loss.
10.3 The limitation or exclusion of liability provided in this Clause 10 shall not apply in (i) the event of willful misconduct or gross negligence or (ii) liability in relation to the Partner’s negligence in relation to its use of the Service or the Certification, whereas it shall be especially considered that the purpose of the Service and Certification is to allow for commitment to climate and environmental work and any use for conflicting purposes will risk damaging WeDontHaveTime, the Service and the Certification.
12.1 Transfer and assignments
Neither of the Parties may assign nor transfer any part of its rights or obligations under this Agreement without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the permitted assignees of the Parties.
12.2 Changes and additions
Changes and additions to this Agreement, including to this Clause 12.2, must be in writing and duly executed by the Parties.
13. Governing law and Disputes
13.1 This Agreement (including this Clause 12) and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction.
13.2 Any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination or invalidity thereof, or any non-contractual obligations arising out of or in connection with this Agreement, shall be exclusively settled by the courts of Sweden. The District Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of the first instance.
Appendix 1 – The Service
1. The Partnership
The partnership is the entrance to all of WeDontHaveTime’s services and its global net work of members and followers. The service Climate Stakeholder Dialogue, included for all partners, helps to create this. The Partner is offered their own Climate Dialogue web page where the Partner is given the opportunity to collect opinions and ideas, regarding their climate and environmental work, from different stakeholders. The service also gives the Partner the opportunity to communicate their climate and environmental work in one place.
WeDontHaveTime’s Climate EngagementAdvisor will help you maximize the benefits of the partnership. The advisor will start by producing one press article about the partnership and your efforts for the climate.
WeDontHaveTime’s ClimateEngagement advisor will help the Partner to create engagement and reach out on social media by:
• Publishing a press release about the partnership and the Partner’s
effort for the climate.
• Producing a 1-minute pitch to boost engagement and activity. The
pitch is shared to all WeDontHaveTime’s followers and members.
• Helping you get started with your Climate Stakeholder Dialogue, manage the activity on your Climate Stakeholder Dialogue page or get
help with preparations for climate broadcasts.
3. Ongoing services
As a Partner, the ClimateStakeholder Dialogue service is included in your subscription fee. The service includes:
• Open for Climate Dialogue Page
Invite your stakeholders to engage with you on your public Open for Climate Dialogue page. You can also integrate it to your web page or web shop.
• Open for Climate Dialogue Badge
Showcase your commitment to climate action. Use in communication about your climate efforts, in your employees mail signatures or on products.
• Verified account.
Verified accounts on the WeDontHaveTime platform are highlighted to all members. This allows you to connect with WeDontHaveTime’s members
and like-minded changemakers in our global climate network.
• Planting of trees.
WeDontHaveTime encourages engagement by planting a tree for every climate review given to you as an Open for Climate Dialogue Partner.
4. Other services
For an additional fee, the Partner can get access to a number of extra services.
• Climate Broadcast Sponsorship
WeDontHaveTime, can provide different kinds of Climate broadcast Sponsorships.
• Stakeholder Workshop
Do you need more ideas and engagement from your employees, customers, suppliers? Are you about to enter a new market, or launch a new product? As a partner, you can arrange with WeDontHaveTime to host a digital stakeholder dialogue workshop.
• Top Tier Impact Network.
As a WeDontHaveTime Partner, you are invited to join Top Tier Impact global members-only community for investors, entrepreneurs and professionals who are focused on solving the critical issues of our time. The community consists of 400 action-driven and result-oriented members across 30 countries.
• Corbon Friendly Employee
WeDontHaveTime can, via partners, help you measure your employee's carbon footprint and offset those by different carbon capture methods.
Appendix 2 – Code of Conduct
These terms refer to all use of WeDontHaveTime AB (publ), reg. no. 559126-1994 (”WeDontHaveTime”,”we”, or ”our”) Climate Dialogue service, which includes use of our website and mobile application. You must accept these terms in order to use the Climate Dialogue service.
By using our social network you show your participation in the solution to the climate crisis. You sign the following principles, which are shared by everyone in our network:
Our company acknowledges the fundamental importance of scientific knowledge and institutions for humanity; that science must never be ignored in our collective efforts to create a better world, and our company therefore acknowledges that human activity is a
major cause of the climate crisis as long as there is well established scientific consensus about this.
The Partner undertakes to actin accordance with these fundamental principles and to:
• Have honest ambitions to improve their climate and environmental work.
• Not to censor or manipulate the climate reviews that the Partner receives or the rating or aggregate score that is the result of these reviews.
• Not to actively counter the climate movement and solutions to climate change.