Terms and Conditions
q-bility – the digital B2B marketplace for GHG quota trading
General terms and conditions for the use of q-bility services
1.Validity and scope of application
(1)The enterprise q-bility GmbH (hereinafter referred to as „q-bility“) develops and operates a platform on which contracts for the fulfilment of greenhouse gas reduction quota obligations can be concluded by transfer or brokerage of a transfer by companies obliged under the German Federal Immission Control Act („Quota Obligors“) and third parties who assume the fulfilment of the quota obligation („Third Party Transferees“) (collectively: „Users“).
(2)Via the platform, operators of e-charging stations, biomethane filling station operators, bio-LNG producers, traders, quota obligors, brokers, pooling service providers, hydrogen producers and comparable interested parties can trade corresponding greenhouse gas reduction quotas (so-called „Commercial Transactions“).
(3)q-bility is neither a Quota Obligor nor a Third Party Transferee but acts solely as a broker. q-bility shall never itself become a party to these contracts concluded between the Users of the marketplace.
(4)These GTC apply to the use of the platform by Quota Obligors and Third Party Transferees. q-bility expressly rejects any general terms and conditions of the Users. Deviating general terms and conditions shall only become part of the Agreement if q-bility expressly agrees in writing. Deviating terms and conditions shall not apply even if q-bility enables access to the platform or other services without reservation in the knowledge of deviating terms and conditions of the User.
2.Q-bility platform and registration
(1)The use of the platform is in general free of charge. However, a brokerage fee is charged for the brokerage of Commercial Transactions via the platform (for more details, see clause 12).
(2)Prerequisite for the use of the platform is that the User registers. To register, the User must open a user account and agree to these Terms and Conditions. By registering, an Agreement on the use of the q-bility platform is concluded between the User and q-bility. There shall be no entitlement to the conclusion of a use agreement.
(3)The User must correctly and completely provide the data requested by q-bility during the registration process. The registration of legal entities or partnerships must be carried out by a person authorised for representation. This person must be specified by name. q-bility can subject the registration to the verification of the user data as well as the power of representation. q-bility will ask the User to verify his true identity or its power of representation in the event of any ambiguity. The corresponding data used for registration must be kept up to date by the User during the entire term of the Agreement.
(4)Users are obliged to keep any login data and passwords for access to the platform secret and to keep them safe and inaccessible to third parties. Persons to whom the User grants access authorisation shall be instructed accordingly by the User and shall be bound to the same extent.
(5)The User must inform q-bility immediately if he discovers that unauthorised third parties have obtained access data to the platform. q-bility is entitled, but not obliged, to take measures to minimise the damage and, for instance, to block the corresponding customer account or to change the access data. In this case, the User has the right to request new access data from q-bility. If a third party uses a customer account to gain access to the platform after having obtained the required access data due to the User's failure to secure it sufficiently, the User shall be responsible for any actions of third parties with or via this customer account as if he had acted himself. This does not apply if the User has previously informed q-bility of the specific impending possibility of unauthorised access by a third party with sufficient lead time to take countermeasures.
(6)q-bility has the right to technically process offers and requests from Users in such a way that they can also be displayed on mobile end devices or apps.
(7)Communication with q-bility takes place electronically. q-bility can contact Users electronically in various ways, e.g. by providing electronic messages or other communication on the platform or, in the case of personal messages, in the User's electronic mailbox provided for this purpose, via e-mail or text message.
(8)q-bility is entitled to expand the scope of the platform's software functions at any time, to adapt them to technical progress and/or to improve them. q-bility is also entitled to implement additional security measures or similar modifications at any time.
3.Use of the platform as a storage location
(1)q-bility also offers its Users the option of using the platform as a central storage location for the documents required for the declaration of quantities, such as Nabisy certificates, UBA certificates, purchase invoices and quota transfer contracts.
(2)The User remains the owner of the data stored on q-bility's servers and can access, manage, export, or delete them at any time via the functions within the platform. Should this not work as desired in individual cases for technical reasons, the User can contact q-bility's customer support at any time to have the data handed over.
(3)q-bility will take appropriate and reasonable measures to protect the data stored by the User. The options offered to the User for data storage, if any, shall serve exclusively for safekeeping in connection with the brokering of quota transfer contracts and their settlement. q-bility is thus not subject to any custodial or safekeeping obligations beyond the purpose of the Agreement regarding such data which serve for purposes other than the brokerage of quota transfer contracts and their processing.
(4)The User is responsible for regularly performing appropriate data backups.
Furthermore, q-bility offers Users further assistance in the processing of the contractually agreed quota transfer („q-bility Additional Services“). The q-bility Additional Services can be booked by the Users during the processing of contracts via the platform. For the use of the q-bility Additional Services, in addition to these General Terms and Conditions, the respectively valid Special Terms and Conditions on the q-bility Additional Services shall apply.
5.Right of use
(1)For the term of the Agreement, q-bility grants the User a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to use the platform and the tools and samples made available thereon within the scope of the Agreement and only for the respective intended purpose of the platform (brokering of contracts and services in connection with the fulfilment of greenhouse gas reduction quota obligations) or the tools and samples. The granting of rights to Additional Services is subject to the full and timely payment of the respective fee due.
(2)Transfer of the rights to third parties is not permitted.
(3)The platform may only be used for its intended purpose. Exploitation or spying on the database by means of other software is not permitted. Likewise, it is prohibited to copy, pass on, send, or publish the available data on the platform, unless the platform expressly provides such a function, or this is necessary for the intended use of the platform. q-bility reserves the right to prohibit the use of the platform by the User with immediate effect if there are signs of misuse.
(4)Any form of decompilation, reverse engineering or other measures to decompose the software used to provide the platform into individual parts or components is prohibited. The rights according to sections 69d, 69e German Copyright Law (Urhebergesetz) remain unaffected.
(1)To ensure the smooth functioning of the platform and the services offered, q-bility regularly carries out maintenance, servicing and updating work („Routine Maintenance“) on the system. Such work is usually carried out at times of expected low workload.
(2)q-bility ensures an average annual availability of the platform during the trading hours indicated on the platform and other software-as-a-service services of 99%. Excluded from this are times when the platform or other services provided are unavailable due to technical or other problems beyond q-bility's control (e.g. force majeure). Also excluded are periods in which Routine Maintenance work is carried out.
(3)q-bility may restrict access to the platform and other services provided if the security and integrity of the platform so requires. These times are also not considered when calculating the average availability.
(4)q-bility will inform the User in real time about upcoming maintenance dates if the availability of the services cannot be guaranteed for a longer period of time due to such Routine Maintenance.
(5)The liability of q-bility for non-accessibility of the platform remains unaffected in case of wrongful intent and gross negligence of q-bility.
7.Measures to protect users and maintain the integrity of the platform
(1)If there are concrete indications that a User is violating legal regulations, third party rights, these GTC or if there is any other justified interest in protecting other Users, in particular if fraudulent activities are suspected, q-bility shall be authorised to:
-Delete offers and requests as well as other content or temporarily hide them subject to further review;
-Place the publication of offers, requests or other content subject to prior review; or
-To warn users and to block them temporarily or permanently.
When selecting the measures to be taken, q-bility will always ensure that the legitimate interests of the Users are adequately protected. This is particularly the case if the User is not responsible for the violation.
(2)A final blocking comes into consideration if the User
-uses inaccurate data contrary to the truth;
-in the event of unlawful transfer or granting of the user account to a third party;
-if the legitimate interests of other Users or of q-bility are violated to a not only insignificant extent;
-in the event of repeated violations of these GTC; or
-in the event of another, equally important cause.
(3)After one of the aforementioned measures from this clause, the User shall have the opportunity to clarify the facts on which such a measure is based within the framework of the internal complaints management and, if necessary, to eliminate them.
8.Brokering procedure and conclusion of the contract
(1)Users can post offers for the conclusion of a Commercial Transaction on the platform. It is possible to set a price („Starting Bid“) for the respective offer and to arrange the greenhouse gas reduction quota transfer to the highest bidder within the framework of an auction.
(2)To place an offer, it is necessary to provide the data required to enable Users to obtain sufficient information (this includes in particular quantity, quality, commitment year and Starting Bid). This data is used in quota trading via the platform for the resulting brokerage contract and for some of the q-bility Additional Services. The advertising User is responsible for ensuring that this data is accurate and complete.
(3)By placing an offer, the User makes a binding offer to conclude a Commercial Transaction. In doing so, he determines the acceptance period.
(4)Users have the possibility to enter negotiations with each other via the options provided by the platform and to propose a different price.
(5)Offers in the auction format can be withdrawn without reason as long as no bid at least equal to the Starting Bid has been submitted for these offers.
(6)In the case of auctions, Quota Obligors as Users make a declaration of acceptance of the Third Party Transferee's offer by submitting a bid. This declaration of acceptance is subject to the condition precedent that the bidding Quota Obligor is the highest bidder upon expiry of the offer period.
(7)If the auction is terminated prematurely by the Third Party Transferee, the Commercial Transaction offered shall be concluded between the Third Party Transferee and the highest bidder to the extent that the latter's bid at least equals or exceeds the Starting Bid. This shall not apply if the Third Party Transferee was authorised to terminate the auction prematurely for good cause. Good cause shall be deemed to exist if
-the offer contains errors; or
-the Third Party Transferee made an mistake in advertising the offer which entitles it to rescind the offer.
(8)In the event of the deletion of a bid by q-bility during an ongoing auction, no contract shall be concluded between the Third Party Transferee and the bidding Quota Obligors.
(1)In addition, Users have the option to post requests on the platform. Requests are also offers to conclude a Commercial Transaction. The difference is that in this case the User's first declaration of intent is not made by a Third Party Transferee, but it can be accepted by a Third Party Transferee. The provisions of clause 4 and clause 8 shall apply mutatis mutandis, with the proviso, however, that the Commercial Transaction shall be concluded with the lowest bid, i.e. the most favourable bid from the User's point of view, for the request. This means that the bidders undercut each other with their bids on the request instead of outbidding each other.
(2)Requests are carried out as auctions on the platform by default. In addition to a bidding deadline, the User must determine a Starting Bid in the sense of a maximum price for the request. As a rule, the bid is awarded to the most favourable offer that is submitted during the bidding period and meets the conditions of the request. Also, in the case of requests, it is possible for a Third Party Transferee to contact the User posting the request via the options provided by the platform to negotiate the price or other contractual modalities.
(3)The further mandatory information for the placement of a request by a Quota Obligor corresponds to that for the placement of an offer by a Third Party Transferee.
(4)By placing a request, the User submits a binding offer to conclude a Commercial Transaction under the terms and conditions specified by the User, which is directed to the most favourable bidder participating in the bidding auction. The offer is limited in time to the bidding period and may be revoked at any time as long as no bid has been submitted that meets the conditions. However, as soon as at least one bid has already been submitted, the request may only be withdrawn for a justifiable reason in accordance with the provision in clause 8 (9). In the event of deviations of the bids received from the terms of the request, the User shall be free to accept or reject such bids, unless the deviation consists only of an undercutting of the Starting Bid.
10.Confirmation of contract
If matching bids and acceptances have been submitted by Users for a Commercial Transaction via the platform as described in clauses 8 or 9, q-bility will release this intended Commercial Transaction, provided that no defects or inconsistencies are detected during any internal examinations by q-bility. The parties will then receive an automatically generated deal confirmation by e-mail or via the platform. This confirms the successful brokering of the Commercial Transaction.
11.Payment and processing of contracts
(1)Payment is made directly between the Users involved in the Commercial Transaction. q-bility is not involved in the payment process between the Users.
(2)For the processing of the contract, q-bility provides the Users with a standard quota transfer contract or standard quota brokerage contract that is automatically pre-filled on the basis of the User data provided
(3)The creator of requests and offers pursuant to clause 8 or 9 may stipulate the basic use of the standard quota brokerage contract or the standard quota transfer contract as the obligatory subject matter of the request or offer.
(4)The template contracts were drawn up by lawyers on behalf of q-bility and are made available to Users free of charge. At the time of their respective preparation, they corresponded to the current legal situation and supreme court rulings. The status of the last review of each template is indicated on the respective template with the date.
(5)However, since both the legal situation and case law are constantly evolving, absolute legal certainty cannot be guaranteed. This applies in particular because q-bility neither provides nor is permitted to provide legal advice and does not procure any such advice. The provision of these templates is therefore only intended to simplify the processing for Users but is not suitable as a substitute for comprehensive legal advice.
(6)Even if the use of the template contract is specified in an offer or request, the Users involved in this Commercial Transaction shall always remain entitled to adapt the templates to changing legal requirements or to demand such an adaptation from the respective contractual partner.
(7)If a User should notice that a template contract posted on the platform no longer corresponds to the latest legal situation, it shall be incumbent upon the User to notify q-bility thereof so that these templates can be adapted accordingly for the future.
(1)q-bility charges the contracting Users a brokerage fee for each Commercial Transaction successfully concluded via the platform. In this context, the fees are to be borne by Users involved in the Commercial Transaction in the same amount, yet this is not a joint debt. The amount of the brokerage fee is determined by the amount of the contractually agreed greenhouse gas reduction quota transfer. It shall be calculated per tonne. The price shall be based on the respective current schedule of fees.
(2)The brokerage fee is due upon delivery of the deal confirmation.
(3)Users are prohibited from circumventing the fee structure, for instance by colluding to transfer a lower greenhouse gas reduction quota. If a User offers contact information to another User via this platform to arrange the greenhouse gas reduction quota outside the platform, q-bility shall charge a brokerage commission for q-bility having brokered this Commercial Transaction.
(4)Payment of the fees shall be made exclusively to q-bility's business account specified in the payment request.
(5)q-bility may send invoices to the User by e-mail or upload them as an electronic document to the User's account on the platform.
(6)The User shall be in default without reminder if the User does not pay the invoice amount within 14 days of receipt of the invoice. In case of default of payment, the statutory default interest shall apply. The assertion of additional damage caused by delay remains reserved.
13.Warranty for the platform
(1)q-bility warrants that the platform is developed with the usual care and is free from defects (bugs etc.) which impair or exclude the suitability for the usual or contractual use to a not insignificant extent.
(2)The quality and reliability of the proposals submitted by the platform also depend on the time span between the collection and the analysis of the relevant data. q-bility shall use its best efforts to collect and present data that is as up to date as possible. However, real-time recording is not possible due to technical limitations of the recording process and the update intervals of the systems involved. Thus, there is always the risk that the analysed data is already outdated, and the suggestions based on it are no longer reliable. These are therefore always to be understood only as indicative values.
(3)According to the present state of the art, it is not possible to create software and hardware in such a way that it functions perfectly in all combinations of applications, works with previously unknown software and hardware from third parties and/or is protected against manipulation of any kind by third parties. q-bility only warrants that the platform used and provided by q-bility is suitable for the intended use described on q-bility's website.
(4)q-bility does not guarantee the achievement of the User's intended business purpose and is not liable for the consequences of the User's business decisions.
14.Limitation of liability
(1)The operation and availability of the platform, including the public telephone network, computer networks and the Internet, may be affected by numerous factors outside q-bility's control, despite redundancies in the system. Should the use of the platform be temporarily impaired or even impossible due to such disruptions, q-bility is not responsible for such circumstances beyond the control or sphere of responsibility of q-bility. In particular, q-bility as a broker is not liable for quota failures because q-bility is not a party to the Commercial Transaction.
(2)q-bility has unlimited liability for damages in the event of intent and gross negligence.
(3)In case of slight negligence, q-bility's liability is limited to the breach of essential contractual obligations. Material contractual obligations are those obligations which make the proper execution of the Agreement possible in the first place and on the fulfilment of which the contractual partner may rely.
(4)q-bility's obligation to pay compensation in the event of a breach of material contractual obligations is limited in each case to the foreseeable damage typical for the Agreement.
(5)However, the limitations of liability in these General Terms and Conditions do not apply to liability in the event of injury to life, body and health, in the event of a breach of a warranty granted or in accordance with the German Product Liability Act.
(6)Furthermore, any liability of q-bility shall be excluded.
(7)The above exclusions or limitations of liability shall also apply with regard to the liability of q-bility's employees, representatives and vicarious agents.
(8)It is the responsibility of the Users to immediately notify q-bility in text form of damages and losses for which q-bility is liable or to have them recorded by q-bility.
The User shall indemnify q-bility against all claims asserted by other Users or third parties against q-bility due to infringement of their rights by the indemnifying user on the platform and due to the indemnifying user's other conduct on the platform. The indemnifying User shall bear the costs of the necessary legal defence. These include in particular all court and lawyer costs at the statutory rate. This does not apply if the indemnifying User is not responsible for the legal infringement. If the indemnifying User becomes aware of a possible claim by third parties or other Users, he is obliged to provide q-bility immediately, truthfully, and completely with all information required for the examination of the claims and a defence.
16.Term of agreement and termination
(1)The Agreement on the use of the platform shall be valid for an indefinite period of time. Users may terminate this Agreement at any time. The validity of declarations of intent made by the User vis-à-vis other Users remains unaffected.
(2)q-bility may terminate the User Agreement at any time with 30 days' notice to the end of the month. Insofar as q-bility terminates the Agreement properly while the User is still involved in a Commercial Transaction or the processing of a contract, q-bility will, to the extent reasonable, enable the User to continue to use the platform until the conclusion of the auction, including any contract processing. However, participation in new offers or requests will no longer be possible.
(3)The right to extraordinary termination for good cause shall remain unaffected. Good cause shall be deemed to exist in particular if the User breaches material provisions of this Agreement.
(4)After termination of the Agreement, q-bility shall have no obligation to store the User's data. These can be deleted at any time and without prior notice. It is the User's responsibility to save this data in good time before termination of the Agreement and to create back-up copies. In the event of an unexpected, premature termination of the Agreement for which the User is not responsible, q-bility will grant the User a reasonable period of time to back up and create backup copies of this data.
(2)If necessary, q-bility provides its services by way of commissioned data processing, insofar as personal data are concerned. In this respect, the User is the data controller. q-bility provides the services on instruction of the User. If this is necessary for the specifically agreed scope of services, the User undertakes to conclude a contract with q-bility on commissioned data processing in accordance with the statutory requirements, in which further details are regulated in accordance with the statutory requirements of data protection law.
18.Amendments to the general terms and conditions
(1)q-bility reserves the right to amend or supplement these GTC with effect for the future, if this is deemed necessary for valid reasons. This includes in particular cases in which adjustments to the legal or statutory situation or to new technical developments are necessary, gaps in the regulations are to be closed or the range of services of q-bility is changed. If the contractual balance between q-bility and the Users is significantly disturbed by the amendment and if the amendment becomes unreasonable for the Users as a result, the amendment shall not be made.
(2)Amendments to the GTC will be communicated to the User in an appropriate manner by electronic notification. The notification is usually made by sending an e-mail to the e-mail address provided by the User.
(3)The User may object to the amendments to the GTC in writing within 6 weeks of receipt of the notification and the opportunity to take note. Among other things, the User can send an e-mail to firstname.lastname@example.org in which the User declares its objection.
(4)If the User does not agree with the amendments, he shall have an extraordinary right of termination until the proposed date of entry into force of the amendments. If the User does not object to the amended GTC within the time limit, the amended or supplemented GTC shall become effective towards the User.
(5)If the User objects within the time limit, the original GTC shall remain effective for existing agreements (but only for these) until further notice.
(6)q-bility will specifically point out to the User in the notification of the GTC amendment the possibility of objection and termination, the time limit and the legal consequences, in particular with regard to a failure to object.
(1)In cases where one party is prevented from performing due to force majeure, e.g. natural disasters, fire, war, terrorism or strikes, the performance and delivery time limits shall be suspended for the duration of such events.
(2)The contractual relationship between q-bility and the User shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and international conflict of laws rules.
(3)Place of performance is the registered office of q-bility. The place of jurisdiction is Munich, Germany.
(5)All declarations made within the framework of this Agreement on Use must be made in writing or text form.
Special terms and conditions for the use of q-bility additional services
In addition to the platform, q-bility also offers so-called additional services („q-bility Additional Services“) which can be optionally booked by the Users when processing the Commercial Transactions. These Additional Services are intended to assist Users in the processing and to make it easier for them to carry out the verification process required by the authorities. The following Special Terms and Conditions apply in addition to the General Terms and Conditions of q-bility, insofar as the use of the q-bility Additional Services is concerned. In the event of contradictions, these Special Terms and Conditions shall take precedence over the General Terms and Conditions with regard to q-bility Additional Services.
1.Scope of the additional services
(1)After concluding a Commercial Transaction via the platform, the User may conclude a service agreement with q-bility and thus authorise q-bility to initiate the verification process provided for by the authorities towards the Main Customs Office (Hauptzollamt) Frankfurt (Oder) Division Biofuel Quota Unit. For this purpose, q-bility uses the data provided by the Users within the scope of the Commercial Transaction. If the User selects the transmission of the data by q-bility on the platform, he authorises, empowers, and instructs q-bility to initiate the verification process vis-à-vis the competent authority. q-bility owes the orderly and timely execution of the verification process only insofar as the User provides q-bility with all data and documents required for this and requested by q-bility in good time. In this case, in good time means by no later than 15th of March of the year following the Commercial Transaction.
(2)The automated input within the scope of the verification process is based on the input of the Users in their offers or requests. q-bility can hence not guarantee or warrant that the data inserted by the automated input correspond to reality, as these are based on the input of the User. If the data recorded on the platform during the Commercial Transaction is incorrect, for instance because both Users involved in a Commercial Transaction have subsequently deviated from it by mutual agreement, the Users shall be obliged to notify q-bility of such deviations in writing without undue delay.
2.Conclusion of a service agreement on the additional services
(1)The agreement on the provision of Additional Services shall be concluded with q-bility by the User adding the optional Additional Services by „Selecting“ them when processing a Commercial Transaction concluded with another User via q-bility. The prerequisite for this is that the User agrees to the validity of these Special Terms and Conditions and confirms this.
(2)This service agreement on the provision of Additional Services exists with q-bility.
3.Service fees for the additional services
(1)The amount of the service fees is determined on the one hand by the type and scope of the booked q-bility Additional Services and on the other hand by the amount of the contractually agreed greenhouse gas reduction quota transfer. It shall be calculated per tonne. They can be found in the schedule of fees.
(2)The service fee arises with the booking of the corresponding Additional Service and is due for payment upon invoicing by q-bility. q-bility is entitled to claim a part of the service fee as an advance payment. The details of this can be found in the respective valid schedule of fees.
(3)Users are prohibited from circumventing the fee structure, for instance by collusively agreeing on a lower greenhouse gas quota transfer.
(4)Payment of the fees shall be made exclusively to q-bility's business account specified in the payment request.
4.Limitation of liability for the additional services
The limitation of liability contained in the General Terms and Conditions of q-bility shall apply accordingly to all Additional Services.
5.Supplementary final provisions
All declarations made within the framework of agreements on Additional Services concluded with q-bility must be made in writing or text form.
Schedule of fees
The q-bility platform and Additional Services will digitalise and automate the brokering and processing of quota transfer rights. While the use of the platform itself is free of charge for the Users, a brokerage fee is charged for the conclusion of Commercial Transactions. In addition, further fees may be incurred for the use of Additional Services.
1.Calculation of fees
The amount of the fee is per tonne of greenhouse gas emission reduction.
The brokerage fee is payable by both Users involved in the Commercial Transaction.
Regardless of whether it was an offer or a request, it amounts to:
1 EUR net per tonne.
In the case of greenhouse gas emission reductions of one tonne, this means that each of the two Users has to pay EUR 1 each.
3.Fees for additional services
Further fees for Additional Services are incurred by the person who booked the Additional Services. The amount of the fees is also assessed per tonne. It can be found in the following table:
|Additional Service||Description||Fee per Tonne|
|Processing Service||See Special Terms and Conditions||EUR 2.50 (net)|
4.Adjustments of the fee schedule
(1)q-bility reserves the right to change the brokerage fee and the fees for offered q-bility Additional Services with effect for the future. These changes will be communicated to the Users in text form with a lead time of at least two months before they take effect. The notification is usually made by sending an e-mail to the e-mail address provided by the User. In addition, the updated fee schedule will be made available on the platform.
(2)For offers and requests that have been posted before the new fee schedule takes effect, the brokerage fee shall be paid in accordance with the old fee schedule.
(3)The fee schedule valid on the day of booking shall apply to the adding of the q-bility Additional Services.
q-bility is the digital B2B
marketplace for GHG quota trading
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q-bility – the digital B2B marketplace for GHG quota trading