Terms and Conditions

GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (the “Terms”) govern rights and obligations in connection with the use of services provided by Sustainova OÜ (the “Services”), offered mainly through the https://app.sustainova.com/ website. Please read these Terms carefully. You are under no obligation to use the Services if you do not agree or understand any portion of these Terms, nor should you use the Services unless you understand and agree to these Terms.

INTRODUCTORY PROVISIONS
1. For the purposes of the Terms, the following definitions shall have the following meanings:
  1. “Account” means the user account for accessing the Platform and the Services;
  2. “Content” means the Platform and all Services, including the Account, Customer Profile, their appearance and all applications, data, information, multimedia elements such as texts, drawings, graphics, design, icons, images, audio and video samples and other content that may form the Platform and the Services (as set out in clause 5.1);
  3. “Customer” means the user of the Services;
  4. “Terms” means these General Terms and Conditions of Sustainova;
  5. “Provider” means Sustainova OÜ, ID No. 16680876, address: Narva mnt 7-652, Kesklinna linnaosa, Tallinn, Harju maakond, 10117, Estonia;
  6. “Restricted Party List” means each and any of the following: (i) the list of sanctioned entities maintained by the United Nations; (ii) the List of Specially Designated Nationals, the Foreign Sanctions Evaders List, and the Sectoral Sanctions Identifications List, all administered by OFAC; or (iii) the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce; or (iv) the consolidated lists of Persons, Groups and Entities subject to EU Financial Sanctions, as implemented by the EU;
  7. “Services” means the Provider’s services as set out in clause 1.5;
  8. “Platform” means an electronic interface available through the website https://app.sustainova.com/, in which the Customer can access selected Services.
  9. “User” means either individual Customer or individual Company Customer representative.
2. For the purposes of the Terms and their schedules, the following expressions and abbreviations shall have the following meanings:
  1. “EUR” means the euro;
  2. “You” or “Your” refers to the “Customer” as defined above;
  3. “We” or “our” refers to the Provider as defined above.
3. By creating your Account on the Platform or, where Account is not required, not later than by your first use of the Services, you are entering into a contract with the Provider, the subject of which is the provision of the Services of your choice. These Terms form an integral part of such a contract and, by executing the contract with the Provider, you express your agreement to these Terms.
4. The Provider shall not provide Services to Customer that: (i) is listed on Restricted Party List or (ii) has a criminal record related to financial crime or terrorism. The Provider reserves the right to refuse, restrict or terminate the provision of any Services to Customer as per this Clause 1.4. and such Customer is prohibited to use the Services, which also includes the use of the Platform.
5. The Services consist of the provision of tools for company sustainability agenda, legislation hub and other sources accessible through the database and applications provided by the Provider on the Platform i.e. Vicky, ComplyOne, VSME Assessment and Matching Tool (the “Products”).
6. The Content, and/or Services provided through the Platform are for navigation purposes only and do not constitute legal, financial, or professional advice. No part of the Services, including any communication (written, oral, or electronic) from the Provider or its representatives, should be construed as legal advice or a substitute for professional consultation. You acknowledge that (i) the Provider is not authorized to provide legal services and (ii) if you require legal or other expert advice, you should consult with a qualified professional licensed of your jurisdiction.
7. Your personal data is processed in accordance with the Privacy Policy.
SERVICES AND THEIR ORDER
1. You can order the Services through the Platform by completing the appropriate registration or order form. After filing the form, we will allow you to access them.
2. The Products on the Platform differ in the scope (features, functions, and specifications) and fees. With the Free Trial, you may use some of the Services within a limited scope and for a limited period free of charge. Completing the Free Trial does not entitle you to access any other Services.
3. The Customer is responsible for all data provided to us through the registration or order form, the Account, or otherwise, being complete, true, accurate and up to date. You must immediately notify us of any change in your data. The Provider is not obligated to verify the data.
4. If you provide an identification number, tax registration number or other similar information in the payment order (form) and/or if you fill in a company name (i.e. state that you are a legal entity or legal entity’s representative), you will be considered as an entrepreneur for the purposes of these Terms and when using the Services. In such case the provisions of these Terms or the applicable law that grant rights to consumers will not apply to you.
5. The fee is paid for allowing you to access Vicky and ComplyOne or other Products that will be launched on the Platform. The Customer is not entitled to a refund of the fee, for example, if the Customer terminates the use of the Services or the contract or violates these Terms.
6. The fee for the ComplyOne varies according to the option selected, while more detailed information on pricing are provided on our Platform here. The final fee will be determined based on the option you select when completing the form for ordering the ComplyOne. The Provider reserves the right to also provide any of the Services under individually agreed conditions.
7. The Provider reserves the right to unilaterally change the fees and parameters of the Services at any time. The order of the Services of your choice is made by submitting the registration or order form. The Provider will confirm the receipt of your order to your e-mail address without unnecessary delay. In the case of the Free Trial, the order is completed upon accessing the relevant Product for the first time.
8. You acknowledge that the Platform is accessible from the most commonly used web browsers. The internet access, purchase of the equipment, and purchase of the web browser and its updates are at your own risk and expense. The Provider does not warrant or guarantee that the Services will be compatible with any specific equipment or software.
PAYMENT TERMS
1. The amounts of fees for the Services are in euros. The fee can also be paid in other currencies that are listed on the Platform website. If you select any other currency than EUR, the amount of the fee for the selected Service shall be converted by our rates and it will automatically display your payment total in your chosen currency, so you know how much you are paying before you confirm the order. The Customer acknowledges that if the payment is made in a currency other than the one the Customer has chosen on the Platform website, the amount will be converted according to the current exchange rates valid at the time of payment.
2. Service charges are exclusive of all taxes.
3. You can pay the fee for the selected Service by a payment card via Stripe payment gateway, or using other means of payment that the Provider currently offers on the Platform (e.g. bank transfer).
4. In the event of payment by a payment card via Stripe payment gateway (via any other express payment method), the payment shall be made immediately. If you select a bank transfer for payment, we will subsequently send you an invoice. You undertake to pay the amount within the period specified in the invoice (not less than 14 days). The fee is considered paid when its full amount is credited to the Provider’s account. Late payment is charged by an interest in amount of 0,05% per day. If you do not pay the amount on time, the Provider is entitled to cancel your order. Customer bears all fees charged to Customer by the selected payment service provider (according to the valid pricelist of the payment service provider) in connection with the transaction and the Customer is obliged to ensure that the respective fee for the selected Service is paid in full.
ACCOUNT AND PLATFORM
1. Only one Account is permitted per User.
2. Access to the Account is protected by login data, which the User shall not make available or share with any third party. If the Customer is registered as a legal entity, the Customer may allow the use of the Services through the Customer’s Profile to the authorized employees and representatives with the Account. The Customer is responsible for all activities that are performed through the Customer’s Profile or Account on the Platform. The Provider bears no responsibility, and the Customer is not entitled to any compensation, for any misuse of the the Customer’s Profile or Account on the Platform, or any part of the Services, nor is the Provider responsible for any negative consequences thereof for the Customer, if such misuse occurs for any reasons on the part of the Customer.
3. The Customer acknowledges that the Services may not be available around the clock, particularly with respect to maintenance, upgrades, or any other reasons. In particular, the Provider bears no responsibility, and the Customer is not entitled to any compensation, for the unavailability of the Account or Platform and for damage or loss of any data or other content that Customer uploads, transfers or saves through the Customer’s Profile or Account on the Platform. Data processing is governed by the data processing policy.
4. The Customer may at any time request the cancellation of the Customer’s Profile or Account on the Platform by sending an e-mail to vicky@sustainova.com. Sending a request for the cancellation of the Account is considered as a request for termination of the contract by the Customer, with the Customer being no longer entitled to use the Services. The Provider will confirm the receipt of the request to the Customer by e-mail without unnecessary delay, whereby the contractual relationship between the Customer and the Provider will be terminated effective as at the last day of the respective calendar month in which the cancellation notice was delivered or immediately in case of the Services provided on the Platform free of charge. In such a case, the Customer is not entitled to any refund of the fees already paid or costs otherwise incurred.
5. As our Customer, you should understand and agree that all our Services are for Customer’s individual use only, For that reason, you should not, and you agree not to allow access to by any third party (except the authorized employees, representatives or advisors).
6. The Customer grants the Provider a non-exclusive, royalty-free, worldwide right to use the Customer’s (trade) name and logo solely for marketing and reference purposes, including but not limited to displaying the Customer’s logo and/or name on the Provider’s website, promotional materials, and presentations. This permission does not include any right to modify the Customer’s logo or to suggest any partnership, endorsement, or sponsorship relationship beyond the factual statement that the Customer uses the Provider’s services.
7. The Customer’s consent under 4.6 may be withdrawn at any time by written notice to the Provider. In such case, the Provider shall remove the Customer’s name and logo from any online materials within a reasonable period (not exceeding 15 business days) and refrain from using them in any new marketing or promotional materials thereafter.
USE OF THE PLATFORM, SERVICES AND OTHER CONTENT
1. The Platform and all Services, their appearance and all applications, data, information, multimedia elements such as texts, drawings, graphics, design, icons, images, audio and video samples, and any other content that may form the Platform and the Services (collectively as the “Content”), are subject to legal protection pursuant to copyright laws and other legal regulations and are the property of the Provider or the Provider’s licensors. The Provider grants you limited, non-exclusive, non-transferable, non-assignable, non-passable, and revocable permission to use the Content for the purpose of using the Services for your personal use and in accordance with the purpose for which the Services are provided. The Content is not sold or otherwise transferred to you and remains the property of the Provider or the Provider’s licensors.
2. All trademarks, logos, trade names, and other designations are the property of the Provider or Provider’s licensors, and the Provider does not grant you any authorization to use them.
3. In the performance of the contract, both the Customer and the Provider undertake to act in accordance with the principles of fair dealing and in particular, not to damage the good reputation and legitimate interests of the other party.
4. The Customer and the Provider will resolve any possible misagreements or disputes in accordance with these Terms and the applicable law.
5. Except for the rights expressly set out in these Terms, the Provider does not grant you any other rights relating to the Services and other Content. You may only use the Services and other Content as set out in these Terms.
6. When accessing the Services and other Content, the following is prohibited:
  1. to infringe upon or violate the intellectual property rights or proprietary rights of the Provider or any third party;
  2. to copy, modify, adapt, translate, or create derivative works of or based on the Services and other Content;
  3. to reverse-engineer, decompile, disassemble or otherwise modify the Products and other Content or use them to develop a competing product;
  4. to sublicense, sell, lease, or distribute the Services to any third party or use the Services or other Content otherwise than as permitted;
  5. to use automated means to view, display or collect information available through the Platform or Services;
  6. use the Services for any unlawful purpose or in violation of any applicable laws or regulations; and
  7. to remove, alter, or obscure any proprietary notices or labels or use any other tools or means the use of which could cause any damage to the Provider.
7. The provisions of clause 5 are not intended to deprive the Customer of the Customer’s consumer rights which cannot be excluded by law.
DISCLAIMER
1. You acknowledge that the Services and other Content are provided “AS IS” with all their errors, defects, and shortcomings, and that their use is at your sole responsibility and risk. To the maximum extent permitted by mandatory law, the provider disclaims any statutory, contractual, express, or implied warranties of any kind, including any warranty of quality, merchantability, fitness for a particular purpose, or non-infringement of any rights.
2. To the extent permitted by the mandatory provisions of applicable law, the Provider is not responsible for any harm, including any indirect, incidental, special, punitive, or consequential damages, including lost profit, loss of data, personal or other non-monetary harm, or property damage caused as a result of the use of the services or reliance on any tool, functionality, information, or any other content available in connection with the use of the Services or elsewhere on the Platform. The Provider is not responsible for any products, services, applications, or other third-party content that the customer uses in connection with the Services. In case the Provider’s liability is established in connection with the operation of the Platform or the provision of the Services by a court of justice or any other competent authority, such liability shall be limited to the amount corresponding to the fee paid by the Customer for the Services in connection with which the customer has incurred the loss.
3. The Provider reserves the right to modify, change, replace, add, or remove any elements and functions of the Services at any time without any compensation.
4. The Provider is not responsible for its failure to provide the purchased Services if that failure occurs due to serious technical or operational reasons beyond the Provider’s control, in the case of any crisis or imminent crisis, natural disaster, war, insurrection, pandemic, a threat to a large number of people or other force majeure events, and/or if the Provider is prevented from providing the Services as a result of any obligations imposed by law or a decision of a public authority.
5. The provisions of Clause 6 are not intended to deprive the Customer of the Customer’s consumer or other rights that cannot be excluded by law.
VIOLATION OF THE TERMS
1. If the customer violates any provision of these Terms in a manner that may cause any harm to the provider, in particular, if the customer accesses the services in conflict with clause 1.3 or 1.4, if the customer provides incomplete, untrue or non-updated information in conflict with clause 2.3, if the customer acts in a manner that may damage the provider’s good reputation, if the customer acts in conflict with clause 5.3, and/or if the customer performs any of the activities referred to in clause 5.6, the provider may prevent the customer from ordering any other services and completely or partially restrict the customer’s access to all or only some services, including access to the account and platform, without any prior notice and without any compensation.
COMMUNICATION
1. You acknowledge that all communication from the Provider or its partners in connection with the provision of Services will take place through the Customer Profile or the Account on the Platform or your e-mail address, which you have registered with us. Written electronic communication by e-mail or through the Account is also considered to be written communication.
2. Our contact e-mail address is vicky@sustainova.com and our contact address is Narva mnt 7-652, Kesklinna linnaosa, Tallinn, Harju maakond, 10117, Estonia.
RIGHT TO WITHDRAW FROM A CONTRACT
1. If you are a consumer, you have the right to withdraw from a contract without giving a reason within 14 days of its execution (see clause 1.3 for details on the time of execution of the agreement).
2. Your withdrawal from the contract must be sent to our e-mail address vicky@sustainova.com within the specified time limit. We will confirm the receipt of the form to you in text form without undue delay. If you withdraw from the contract, we will refund you without undue delay (no later than 14 days after your withdrawal from the contract) all fees we have received from you, in the same way in which you paid them.
3. The Provider is entitled to withdraw from the contract in the case of any breach by the Customer specified in Clause 7. The withdrawal has effect from the day of its delivery to the e-mail address of the Customer or through the Account.
DEFECTIVE PERFORMANCES
1. If the Services do not correspond to what was offered and agreed or they have not been provided to you, you can exercise your rights from defective performance. The Provider does not provide any guarantee for the quality of the services. You must notify us of the defect without undue delay at our e-mail address (or at our address listed) in clause 8.2. When exercising the rights from defective performance, you may request that we remedy the defect or provide you with a reasonable discount. If the defect cannot be remedied, you can withdraw from the contract or claim a reasonable discount.
2. We will try to resolve any complaint you may lodge as soon as practicable, and we will confirm its receipt and settlement to you in writing. If we do not settle the complaint in time, you have the right to withdraw from the contract.
3. You can file a complaint by sending an e-mail to our e-mail address vicky@sustainova.com.
CHANGES TO THE TERMS
1. The Provider reserves the right to change these Terms from time to time with effect for the contract previously entered into by the Customer. The Provider will notify the Customer of the change in the Terms at least 7 days before the change in the Terms is effective, via the Account or by e-mail. If the Customer does not agree with the change, the Customer is entitled to reject it. The Customer must do so no later than on the last business day before these changes take effect by sending the rejection to our e-mail address vicky@sustainova.com. Upon receiving such rejection, the contract will be terminated. If the Customer does not reject the change, it is considered that the Customer agrees to the new version of Terms.
2. If the change offers the Customer a new service or other additional functionalities or this change is solely to their advantage, the Provider can inform the Customer about this change less than 7 days before the effective date of such change, but no later than the day before its effectiveness.
3. The Provider will mainly change these Terms for the following reasons:
  1. to introduce new or amend existing Services or Products;
  2. to reflect legal or regulatory requirements that apply to the Provider;
  3. to make these Terms easier to understand or more helpful to the Customer;
  4. to adjust the way our Services are provided, particularly if the change is needed because of a change in the way the technology is provided or background processes;
  5. to reflect changes in the cost of running our business.
CHOICE OF LAW AND JURISDICTION
1. Any legal relations established by these Terms or related to them, as well as any related non-contractual legal relations, shall be governed by the laws of the Czech Republic (Czechia). Any dispute that may arise in connection with these Terms and/or related agreements will fall within the jurisdiction of the Czech court having local jurisdiction according to the registered office of the Provider.
2. The provisions of clause 12.1 do not deprive the consumers of the protection afforded to them by the mandatory laws of the relevant Member State of the European Union or any other jurisdiction.
DURATION AND TERMINATION OF THE CONTRACT
1. The contract is concluded for an indefinite period.
2. The contract may be terminated by either party earlier in accordance with these Terms.
3. Notwithstanding clause 13.2 the Provider may terminate this contract with cause and immediate effect when the provision of Services under contract would affect the ability of the Provider to adhere to its legal obligations or orders or decisions of governmental bodies or other regulators.
4. Either Party may terminate this contract without cause by serving a written notice at least 30 days in advance to the other Party.
FINAL PROVISIONS
1. These Terms constitute the complete terms and conditions agreed between you and the Provider and supersede all prior agreements relating to the subject matter of the Terms, whether verbal or written, unless expressly agreed otherwise in individual contract with Customer.
2. Nothing in these Terms is intended to limit any legal claims set out elsewhere in these Terms or arising from the applicable law. If the Provider or any third party authorized thereto does not enforce the compliance with these Terms, this can in no way be construed as a waiver of any right or claim.
3. The Provider may assign any claim arising to the Provider from these Terms or any agreement to a third party without your consent. You agree that the Provider may, as the assignor, transfer its rights and obligations under these Terms or any agreement or parts thereof to a third party. The Customer is not authorized to transfer or assign the Customer’s rights and obligations under these Terms or any agreements or parts thereof, or any receivables arising from them, in whole or in part, to any third party.
4. If any provision of the Terms is found to be invalid or ineffective, it shall be replaced by a provision which meaning is as close as possible to the invalid provision. The invalidity or ineffectiveness of one provision shall not affect the validity of the other provisions. No past or future practice established between the parties and no custom maintained in general or in the industry relating to the subject-matter of the performance, which is not expressly referred to in the Terms, shall be applied and no rights and obligations shall be derived from them for the parties; in addition, they shall not be taken into account in the interpretation of manifestations of the will of the parties.
5. The schedules to the Terms (if any) form integral parts of the Terms. In the event of a conflict between the wording of the main text of the Terms and any schedule thereof, the main text of the Terms shall prevail.
EFFECTIVENESS
1. These Terms shall enter into force and effect on 1st December 2025.