General Terms and Conditions

“Agreement” refers to the entire agreement between FuelFWD and Customer, consisting of the Offer, the DPA, the SLA, the Terms and any further signed agreements between FuelFWD and Customer related to the Service.

“Customer” refers to the entity or individual that has been provided with an Offer, has accepted an Offer/has entered into an Agreement with FuelFWD.

“Customer Content” refers to any information, documents, data, texts, registrations or other Customer input provided in any way by Customer to FuelFWD.

“Platform” refers to FuelFWD’s SaaS-based software that allows Customers to inter alia execute, optimize and strengthen its compliance operations related to renewable fuels.

“DPA” refers to the Data Processing Agreement that is part of these Terms (and the Agreement).

“FuelFWD” refers to the Dutch limited liability company HydroTwin B.V. acting under registered tradename and trademark “FuelFWD”, with office at Vasteland 100, 3011 BP, Rotterdam, the Netherlands, company no. 88549127 (and if applicable, its successors, assignees).

“Offer” refers to a proposal or quotation made by FuelFWD to Customer pertaining to the Service.

“Price” refers to the agreed price to be paid by Customer to FuelFWD.

“Service” refers to the services provided by FuelFWD to Customer as agreed in the Offer.

“SLA” refers to the service level agreement that is part of these Terms (and the Agreement).

“Terms” means the current general terms and conditions.

“TPSP(s)” refers to third party service providers, whether engaged by FuelFWD or otherwise involved, such as but not limited to software licensors, machine learning and artificial intelligence service providers, cloud service providers, etc.

These Terms apply to any Agreement, any Offer and any legal relationship between FuelFWD and Customer.

The applicability of Customer’s general terms and conditions is excluded. If these Terms have once been applicable to a legal relationship between FuelFWD and Customer, then Customer is deemed to have consented in advance to the applicability of these Terms to subsequently concluded and to be concluded Agreements.

Offers provided by FuelFWD are binding yet may be withdrawn or amended by FuelFWD at any time prior to formal acceptance by Customer as provided in clause 2.6 below. Offers are valid only for the duration specified in the respective Offer. Price quotations from FuelFWD may be adjusted, even after formal acceptance, due to unforeseen changes in the work, or due to special or unexpected market conditions or cost-increasing circumstances incurred by FuelFWD in connection with the Agreement.

All amounts stated in the Offer or included in the Agreement are in Euros, excluding VAT and any other government levies, tariffs, import/export duties, etc. Prices, rates, discounts, and offers set out in an Offer do not automatically apply to future Agreements. Prices relating to composite services quoted by FuelFWD do not obligate FuelFWD to perform those services at a proportionate part of the composite price.

Any projected savings, revenues, efficiencies, benefits, improvements, returns, success metrics, or other anticipated outcomes mentioned in the Offer or Agreement are for indicative purposes only. Such projections are based on information and data provided by Customer, assumptions, market reports, and information available at the time of preparation, and are not intended as guarantees, promises, or representations of future performance. FuelFWD makes no warranty or representation, express or implied, that any such outcomes will be achieved, nor that the underlying data or assumptions are accurate, complete, reliable, or suitable for the Customer’s specific use case or objectives. Customer acknowledges that actual results may vary from any such estimates.

Further verbal or written agreements and provisions shall only bind FuelFWD after they have been explicitly confirmed in writing by FuelFWD. Customer’s execution of the Offer, Customer’s confirmation per email of its acceptance of an Offer, or Customer’s explicit agreement to FuelFWD commencing the execution of the Agreement, shall each result in a concluded Agreement.

Deviations from the Agreement, these Terms, or from Offers, are only valid if agreed upon in writing.

No failure on the part of FuelFWD to exercise and no delay in exercising, and no course of dealing with respect to any right, power or privilege under this Agreement, will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

FuelFWD may amend its Terms from time to time and at its discretion. Continued use of the Service after the notice period constitutes acceptance of the revised Terms, provided FuelFWD has given reasonable notice of such amendments.

FuelFWD may rely on the fact that contact persons appointed by Customer or who are occasionally in contact with FuelFWD, are authorized to make decisions on behalf of Customer, such as - but without limitation - approving Offers, delivering Customer Content, etc.

The Service may require Customer to create a master account and/or user account(s), or such accounts may be created by FuelFWD for Customer. If accounts are created, Customer and its employees, staff shall keep login credentials confidential and not share login credentials with others (including co-workers). Customer warrants that its employees and officers shall be bound by the terms and conditions of this Agreement.

The Service is provided on a software-as-a-service (SaaS) basis and is accessible remotely by Customer through a web browser having internet access. FuelFWD does not provide or install any local software or hardware at Customer’s premises (unless otherwise agreed in the Offer). It is the sole responsibility of Customer to ensure that it has and maintains all necessary technical infrastructure to access and use the Service, including but not limited to (a) compatible and supported devices (such as desktops, laptops, or tablets), (b) a stable internet connection with sufficient bandwidth and reliability, (c) a supported browser in its most recent version, (d) up-to-date antivirus and security software to protect against unauthorized access or malware. FuelFWD is not responsible for any unavailability, degraded performance, data loss, or security breach caused by deficiencies in Customer’s local systems, internet connectivity, or technical environment. Customer is also responsible for configuring its own firewall, VPN, and other network settings to allow access to the Service as required.

FuelFWD may decide in its reasonable discretion to only commence the provision of its Service upon receipt of full payment from Customer and Customer acknowledges and agrees that timely payment is a condition precedent to the commencement of the Service. Without prejudice to FuelFWD’s right to terminate the Agreement due to late payment, failure to make payment as required may result in delays in the provision of the Service or termination of the agreement by FuelFWD. Furthermore, FuelFWD reserves the right to withhold delivery of any Service, deliverables, until full payment has been received.

Customer understands, acknowledges and agrees that FuelFWD may make use of TPSPs at FuelFWD’s discretion (including but not limited to machine learning and artificial intelligence and similar software/programming service providers) in providing the Services. Additionally, FuelFWD may utilize data, content, or other information obtained from third-party sources in the course of providing its Services. Customer further acknowledges and agrees that FuelFWD and any TPSP engaged in connection with the Service may exchange Customer data, Customer Content, and other relevant information, insofar as necessary for the proper performance of the Services or compliance with applicable legal or regulatory requirements. However, Customer Content will not be used for the purpose of training, fine-tuning, or improving any artificial intelligence or machine learning models.

Customer shall be solely responsible for the timely provision to FuelFWD of all Customer Content required by FuelFWD, in its reasonable discretion, for its rendering of the Service.

Customer acknowledges that FuelFWD relies on the fitness for purpose, validity, accuracy and completeness of Customer Content provided by Customer and Customer warrants that it is capable and authorized to provide Customer Content to FuelFWD and that such Customer Content is fit for purpose, valid, accurate, complete, and that with providing Customer Content to FuelFWD, Customer does not breach any confidentiality or any other obligations against third parties.

Without prejudice to FuelFWD’s right to do so, FuelFWD is not obligated to review, check or monitor any Customer Content, e.g. on its fitness for purpose, validity, accuracy and completeness, FuelFWD is not obligated to verify whether Customer Content meets certain requirements or conditions set by authorities, laws or regulations; FuelFWD is not obliged to inform Customer of any unfitness for purpose, invalidity, inaccuracy and incompleteness of Customer Content.

By providing Customer Content to FuelFWD and/or to the Platform, Customer grants to FuelFWD the right and license to use the Customer Content to the extent necessary to provide Customer with the Service, and for use within the Service only.

Customer represents, warrants and covenants FuelFWD that it shall not provide any Customer Content that infringes, or might infringe, or violates or might violate, third party rights, including but not limited to such third party’s intellectual and industrial property rights, rights of privacy, or any Customer Content that contains harmful data, information or software (such as but not limited to viruses, worms, Trojan horses, time bombs, cancelbots, disruptive codes, or any other harmful software).

The Service is protected by intellectual property laws and treaties. FuelFWD holds, controls or retains all rights, title, and interest in and to the Service, including any updates, modifications, or enhancements made to the Service.

Customer acknowledges that this Agreement does not grant Customer any ownership rights in the Service, and Customer agrees not to take any action that would infringe upon or violate the intellectual property rights of FuelFWD.

Subject to payment of the Price by Customer and subject to the terms and conditions of the Agreement, FuelFWD hereby grants Customer a personal, non-exclusive, non-transferable, non-sublicensable license to use the Platform, solely for Customer’s internal business purposes.

Intellectual property rights, if any, to Customer Content shall be owned and/or controlled by Customer and FuelFWD shall have no rights in the Content, other than the right and license granted to FuelFWD by Customer to use that Customer Content as provided in clause 3.8.

To the extent Customer Content contains any personal data within the meaning of applicable privacy law and regulations (including but not limited to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC and any subsequent or additional regulations), Customer warrants that it is authorized to provide such personal data to the Service. Personal data will be processed by FuelFWD according to its privacy policy.

FuelFWD may retain copies or back-ups of Customer Content after termination of the Agreement when deemed necessary by FuelFWD in its discretion to comply with applicable law and regulations or for its internal archiving or compliance purposes.

Without prejudice to clause 3.4, FuelFWD shall keep Customer Content confidential and not make Customer Content available to any third party, except (i) to authorities if so agreed with Customer, (ii) to TPSPs engaged by FuelFWD to perform the Agreement, and (iii) when required by law, regulation, court, regulator or supervisory authority, provided that FuelFWD shall inform Customer of such requirement as soon as practicable.

Customer shall not, directly or indirectly, do any of the following, nor shall Customer allow others to do so:

• Copy, reproduce, distribute, make publicly available or disclose or make available the Service to any third party, except as expressly permitted under this Agreement.
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service.
• Remove or alter any proprietary notices or labels on the Service.
• Use the Service in any manner that violates applicable laws or regulations, including but not limited to Privacy Laws.
• Use the Service for any unlawful, harmful, or malicious purposes.

FuelFWD may, at its discretion, provide maintenance to the Service and/or updates for the Service. Any such maintenance and/or updates shall be subject to the terms and conditions of the Agreement or a separate agreement, if applicable.

FuelFWD may, at its discretion, modify, update, add or delete functionalities, or cease availability of the Service. Additionally, FuelFWD may at its discretion, temporarily suspend availability of the Service for scheduled or unscheduled maintenance. FuelFWD shall use reasonable efforts to notify Customer of modifications, updates, added or deleted functionalities, cease of availability, or scheduled or unscheduled maintenance.

Customer is under the obligation to pay the agreed Price within the agreed payment term and in accordance with the invoicing schedule as set out in the Offer. Unless otherwise provided in the Offer, the Price shall be paid in advance, prior to commencement of the Services. Payments shall be made by bank transfer only and shall be made in Euros (unless otherwise provided in the Offer). FuelFWD will invoice Customer for amounts due in accordance with the Offer. Customer shall pay each invoice within fourteen (14) days from the invoice date, unless a different payment term is specified in the Offer.

The Price may be determined based on information or data provided by the Customer, FuelFWD’s own estimates, and/or industry benchmarks, market statistics, or other publicly or commercially available sources that FuelFWD deems reliable. While FuelFWD exercises reasonable care in selecting such sources, it does not guarantee that any data, assumptions, or projections used in determining the Price are accurate, complete, up to date, or fit for the Customer’s intended purposes. Accordingly, FuelFWD makes no representations or warranties regarding the correctness, completeness, reliability, or suitability of any information used in the pricing process, nor of the resulting calculations or outcomes based thereon.

Unless otherwise indicated on the Offer, the Price includes (a) the Service, and (b) costs for engagement of TPSPs by FuelFWD.

Customer is not entitled to suspend any payment obligations or to set off any amounts due to FuelFWD against any claim Customer may have.

The Price is based on the circumstances as known to FuelFWD at the time the Offer was prepared. If circumstances arise thereafter that justify a price increase, FuelFWD is entitled to increase the Price and Customer shall be obliged to pay the increased Price.

FuelFWD shall also be entitled to adjust the Price annually as of January 1st, in accordance with the most recent annual Consumer Price Index published by the Dutch Central Bureau of Statistics (CBS). The adjusted Price shall apply automatically without the need for prior notice.

Without prejudice to FuelFWD’s right under applicable law, including but not limited to its right to terminate the Agreement, Customer’s failure to pay the Price, or to pay the Price within the agreed payment term, shall immediately result in Customer’s default without further notice being required. In addition to the Price, Customer shall be liable against FuelFWD for any damages, including but not limited to the cost of debt collection amounting to 15% of the principal amount due with a floor of €1.000, and the Dutch statutory interest rate on the principal amount due. Any Customer payments during its default shall be applied first towards costs of debt collection, then towards accrued interest, and finally towards the principal amount and current interest.

FuelFWD may change its prices and fees at any moment and as it deems fit. In addition, FuelFWD reserves the right to update or modify the formulas, pricing models, or calculation methods it uses to determine its prices and fees. However, the agreed Price shall remain unchanged during the term of the Agreement, without prejudice to Price updates as per clauses 7.5 and 7.6.

The Agreement is entered into until all obligations under the Agreement have been met, or for the duration of the Agreement as set out in the Offer. The Agreement shall remain applicable for all rights and obligations under the Agreement which by their nature survive the termination.

Without prejudice to its rights under applicable law, FuelFWD may terminate this Agreement immediately without notice of default being required, if Customer breaches any term of this Agreement, if Customer has been declared insolvent or has filed for insolvency, has been granted, or has filed for, a temporary moratorium on payment of its debts, or any similar situation under local or applicable law occurs, or if Customer has initiated a procedure to wind up its company or cease its business. Upon termination, Customer must cease all use of the Service. In addition, FuelFWD has the right to terminate the Agreement at any time without cause, provided that it shall reimburse Customer for the portion of the Price already received by it, calculated on a pro rata basis for the remaining contractual term as of the effective date of termination. Customer waives any right to terminate the Agreement, whether for cause or without cause.

It is agreed and understood that FuelFWD merely provides a software platform (the Platform) that presents information based on data (Customer Content) as provided by Customer. FuelFWD does not act as a broker or intermediary, nor does it verify or validate the accuracy, completeness, or legal compliance of such data (Customer Content). It remains the sole responsibility and liability of Customer to ensure compliance with all applicable laws and regulations relevant to its business operations, including but not limited to those relating to administration, transparency, and traceability of renewable fuels. Customer represents and warrants to FuelFWD that Customer will bear the sole risk, responsibility and liability for any penalties and/or sanctions imposed by authorities.

Any reports, exports, or summaries generated through the Platform are provided for convenience only and do not constitute legally binding documentation or certified records. Customer is solely responsible for verifying such output and for determining its suitability or sufficiency for compliance, audit, or reporting purposes.

Therefore, Service is provided “as is” and “as available”, without any warranty of any kind, whether express or implied. FuelFWD disclaims all warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and noninfringement on any Customer or third-party rights, including but not limited to rights of intellectual property and rights under any applicable Privacy Laws, and whether FuelFWD did or did not verify Customer Content on fitness for purpose. FuelFWD does not represent or warrant that the Service, nor any services provided by TPSPs engaged by it or on behalf of Customer, are or will be able to fully, accurately and adequately ensure Customer’s compliance with relevant and/or applicable laws and regulations. FuelFWD shall not be liable for any errors, delays, failures, or damages arising out of or in connection with the services or conduct of any TPSPs, whether engaged by FuelFWD or by Customer. Furthermore, FuelFWD does not warrant that the Service is or will be free of errors and uninterrupted, available or that errors, bugs, or any faults whatsoever will be corrected or be corrected in due time.

In the event FuelFWD utilizes data, content, or other information obtained from third-party sources, obtained from Customer (Customer Content), and/or in the event FuelFWD uses machine learning technologies, artificial intelligence and similar software/programming in the course of providing its Services, FuelFWD does not warrant, guarantee, or make any representation, express or implied, as to the accuracy, completeness, timeliness, merchantability, or fitness for a particular purpose of such third-party information, Customer Content, or information or content created by machine learning, artificial intelligence and similar software/programming. Hence, the principle of “garbage in, garbage out” applies; incorrect input will result in unreliable output, regardless of the functionality or performance of the Service. Customer acknowledges and agrees that FuelFWD shall not be held liable in any manner whatsoever for any loss, damage, cost, or expense incurred by Customer arising out of or in connection with any errors, inaccuracies, omissions, or other deficiencies in any such third-party information, Customer Content, and/or information or content created by machine learning, artificial intelligence and similar software/programming, regardless of the cause, even if FuelFWD has been advised of the possibility of such loss or damage.

FuelFWD shall not be liable for any damages, whether direct or indirect damages, suffered by Customer as a result of third parties, such as TPSPs, engaged by Customer itself.

In the event FuelFWD would be held liable, then, to the maximum extent permitted under applicable law, FuelFWD’s liability shall be strictly limited to direct damages only. FuelFWD shall in no event be liable to Customer or any third party for any indirect, incidental, consequential, exemplary, special, or punitive damages, or any other damages of any kind not qualifying as direct damages, arising out of or in connection with the use of, or inability to use, the Service, whether based on contract, tort (including negligence), strict liability, statutory duty, or otherwise, and even if FuelFWD has been advised of the possibility of such damages. Such excluded damages include, but are not limited to, loss of profits, loss of revenue, loss of data, loss of business opportunities, loss of savings, reputational harm, fines or sanctions imposed by authorities, and business interruption. For the purposes of this Agreement, “direct damages” shall be limited to the amount actually paid by Customer for the specific (part of the) Service that gave rise to the claim, and in no event more than the total amount paid for that Service in the six (6) months preceding the event giving rise to the claim. Upon reimbursement of such amount, FuelFWD shall be deemed to have fully discharged any and all obligations, including any obligations to unwind or annul performance, to the extent permitted by law. All claims must be submitted in writing no later than six (6) months after the delivery of the specific Service to which the claim relates; failure to do so shall result in the claim being time-barred and forfeited. However, nothing in this Agreement limits FuelFWD’s liability for willful misconduct or gross negligence.

Customer hereby indemnifies FuelFWD (including its current and future (sub)licensees, affiliates, successors, applicable TPSPs, its employees and officers) for a breach or alleged breach of the representations and warranties made herein, from any third party claims, and will hold harmless FuelFWD (including its current and future (sub)licensees, affiliates, successors, applicable TPSPs, its employees and officers) from any damages suffered as a result of such claims, without limitation whatsoever (and including actually incurred outside legal fees and legal fees for litigation).

FuelFWD shall not be liable for any failure or delay in the performance of its obligations under the Agreement to the extent that such failure or delay is caused by or results from circumstances beyond its reasonable control (“Force Majeure Event”). A Force Majeure Event includes, without limitation natural disasters (including but not limited to floods, earthquakes, storms, hurricanes, wildfires); war, acts of terrorism, armed conflict, civil unrest, sabotage, embargoes, or sanctions; epidemics, pandemics, or outbreaks of infectious disease (including governmental restrictions arising therefrom); labor disputes or strikes (whether involving its own personnel or others); failure or interruption of utilities or essential services (such as internet, electricity, telecommunications, cloud or hosting services); cyberattacks, ransomware, denial-of-service attacks or other malicious digital interference; governmental actions, laws, regulations, or orders (including sudden changes in legal frameworks affecting the delivery of the Service); delays or failures of suppliers, subcontractors, or TPSPs that are beyond FuelFWD’s reasonable control.

During the period of a Force Majeure Event, FuelFWD’s obligations under the Agreement shall be suspended to the extent affected by the Force Majeure Event, without liability or obligation to provide any remedy or compensation to Customer. FuelFWD will use commercially reasonable efforts to mitigate the impact of such events.

If the Force Majeure Event continues for a period of more than sixty (60) days, only FuelFWD shall have the right to terminate the affected Services or the Agreement in whole or in part, without liability.

The Service may not be used in, for the benefit of, or in connection with the delivery, import, export, re-export, or transit of any goods or services (including but not limited to renewable or non-renewable fuels) to or from any country, territory, organization, institution, individual, or other third party that is subject to sanctions or trade embargoes under applicable laws, including but not limited to those imposed by the European Union, the United Nations, the United States, or any other relevant jurisdiction.

Annex(es), if any, are an integral part of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, or representations.

If any provision of this Agreement will be deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitations on the scope or duration of any such provision necessary to make it valid and enforceable will be deemed to be part thereof; no invalidity or unenforceability will affect any other portion of this Agreement.

FuelFWD may assign, delegate, pledge or otherwise transfer the Agreement and/or its rights and/or obligations hereunder in whole or in part to any third party, subject to prior written notice to Customer. Customer may not assign, delegate, pledge or otherwise transfer the Agreement and/or its rights and/or obligations – other than monetary claims as referred to in the first sentence of Article 3:83 paragraph 3 of the Dutch Civil Code – hereunder in whole or in part to any third party and such transferability is hereby expressly excluded (as within the meaning of the Dutch Civil Code 3:83 section 2).

For the purposes of the Agreement, references to “written” or “in writing” shall include email to a party’s director(s).

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Rotterdam, the Netherlands.