Terms of service

These Terms of Service ("Terms") constitute a legally binding agreement between you and CBAMDesk, located at Brinklaan 134, 1404 GV Bussum, The Netherlands ("CBAMDesk", "we", "us", or "our"). By accessing or using the CBAMDesk platform, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service. These Terms apply to all users of the Service, including individual users, companies, and any other entities that access the platform.

1. Definitions

In these Terms, the following definitions apply unless the context requires otherwise:

• "Service" means the CBAMDesk SaaS platform, including all features, functionality, tools, calculations, reports, APIs, and documentation made available by CBAMDesk, whether accessed through a web browser, mobile application, or any other means.
• "Customer" means the legal entity or natural person that enters into an agreement with CBAMDesk for the use of the Service and is responsible for payment of the applicable fees.
• "User" means any individual who accesses or uses the Service on behalf of a Customer, including employees, contractors, agents, and other authorized representatives.
• "Agreement" means these Terms together with any applicable Order Form, subscription agreement, addendum, or other document incorporated by reference, which collectively govern the relationship between CBAMDesk and the Customer.
• "Content" means any text, data, information, files, documents, images, or other materials uploaded to, generated by, or made available through the Service, including regulatory reference data, emission factors, and benchmark values provided by CBAMDesk.
• "Customer Data" means any data, information, or materials submitted, uploaded, or otherwise provided by the Customer or its Users to the Service, including but not limited to import records, supplier information, emission data, and CBAM declaration data.

2. Service description

CBAMDesk is a Software-as-a-Service (SaaS) platform designed to assist importers with their compliance obligations under the European Union Carbon Border Adjustment Mechanism (CBAM). The Service provides tools for calculating embedded emissions, managing supplier data, generating CBAM reports, and tracking regulatory requirements. The Service is intended to be used as an aid and does not replace professional legal, regulatory, or environmental advice.

CBAMDesk makes commercially reasonable efforts to keep the platform available, up to date, and accurate. However, the Service relies in part on regulatory data published by the European Union and its member states, which may change without prior notice. CBAMDesk does not warrant that the Service will be uninterrupted, error-free, or that all regulatory data will be complete and current at all times.

We reserve the right to modify, enhance, or discontinue any feature of the Service at any time. We will make reasonable efforts to provide advance notice of material changes that may affect the Customer's use of the Service. New features and enhancements may be subject to additional terms.

3. Liability & disclaimers

3.1 "As Is" and "As Available"

The Service is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by applicable law, CBAMDesk disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. CBAMDesk does not warrant that the Service will meet your specific requirements, that results obtained from the use of the Service will be accurate or reliable, or that any errors in the Service will be corrected.

3.2 No guarantee of regulatory compliance

CBAMDesk is a tool designed to assist with CBAM compliance. It does not guarantee regulatory compliance. The Customer remains fully and solely responsible for the accuracy, completeness, and timeliness of their own CBAM declarations and submissions to the relevant authorities. CBAMDesk shall not be held liable for any penalties, fines, sanctions, or other consequences arising from the Customer's reliance on the Service or failure to independently verify the information and calculations provided by the Service. The Customer acknowledges that regulatory compliance ultimately depends on numerous factors outside the control of CBAMDesk.

3.3 Regulatory data and benchmark values

EU emission data, default values, benchmark values, and other regulatory reference data maintained within the Service are provided on a best-effort basis. CBAMDesk makes reasonable efforts to keep this data current and accurate but does not guarantee the completeness, correctness, or timeliness of such data. CBAMDesk shall not be liable for any errors, omissions, or delays in the updating of regulatory data, or for any decisions made or actions taken by the Customer based on such data.

3.4 Indicative calculations

All calculations, estimates, and results generated by the Service are indicative in nature and are provided for informational purposes only. The Customer must independently verify all results before submitting them to any regulatory authority or relying on them for any purpose. CBAMDesk shall not be liable for any inaccuracies in calculations resulting from incorrect input data, changes in regulatory methodologies, rounding differences, or any other factors that may affect the outcome of a calculation.

3.5 Limitation of liability

To the maximum extent permitted by applicable law, CBAMDesk shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to damages for loss of profits, loss of revenue, loss of data, loss of business opportunities, loss of goodwill, business interruption, or any other intangible losses, even if CBAMDesk has been advised of the possibility of such damages. This limitation applies regardless of the legal theory upon which the claim is based, whether in contract, tort, negligence, strict liability, or otherwise.

The total aggregate liability of CBAMDesk for any and all claims arising out of or in connection with the Service or these Terms shall not exceed the total fees paid by the Customer to CBAMDesk during the twelve (12) months immediately preceding the event giving rise to the claim. This limitation applies to all causes of action in the aggregate, including without limitation breach of contract, tort, negligence, and any other legal theory.

3.6 Data loss

While CBAMDesk implements commercially reasonable backup and recovery procedures, CBAMDesk shall not be liable for any loss or corruption of Customer Data beyond its reasonable backup obligations. The Customer is solely responsible for maintaining independent backups of its critical data. CBAMDesk's liability for data loss shall in no event exceed the restoration of data from the most recent available backup.

3.7 Force majeure

CBAMDesk shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, sanctions, acts of government or regulatory authorities, changes in applicable laws or regulations, failure of third-party telecommunications or power supply, cyberattacks, fire, flood, earthquake, strikes, labor disputes, or any other similar event ("Force Majeure Event"). During a Force Majeure Event, CBAMDesk's obligations under these Terms shall be suspended for the duration of the event, and CBAMDesk shall not be required to provide refunds or credits for any period of service interruption caused by a Force Majeure Event.

4. Payment & pricing

4.1 Fees and order forms

The fees for the Service are specified in the applicable Order Form or subscription agreement between CBAMDesk and the Customer. All fees are exclusive of applicable taxes, levies, and duties, which shall be borne by the Customer. CBAMDesk reserves the right to modify its pricing structure and fee schedules at any time, subject to the notice requirements set forth in this section.

4.2 Price adjustments

CBAMDesk reserves the right to adjust prices on an annual basis. Price adjustments may include indexation based on the Consumer Price Index (CPI) as published by the relevant statistical authority, as well as adjustments reflecting changes in the scope, functionality, or costs of providing the Service. CBAMDesk shall provide the Customer with at least thirty (30) days' written notice of any price adjustment prior to the next renewal period. If the Customer does not agree with the price adjustment, the Customer may terminate the Agreement by providing written notice before the new pricing takes effect.

4.3 Invoicing and payment terms

CBAMDesk shall issue invoices in accordance with the billing cycle specified in the applicable Order Form. All invoices are due and payable within fourteen (14) days of the invoice date, unless otherwise agreed in writing. Payment must be made in the currency specified on the invoice via the payment methods accepted by CBAMDesk.

4.4 Late payment

In the event of late payment, CBAMDesk shall be entitled to charge statutory commercial interest as applicable under Dutch law from the date the payment was due until the date of actual payment. In addition, the Customer shall be liable for a minimum fixed collection cost of EUR 40.00, as well as all reasonable extrajudicial collection costs calculated in accordance with the Dutch Decree on Compensation for Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten, "BIK"). CBAMDesk reserves the right to suspend the Customer's access to the Service immediately upon non-payment following a seven (7) day written reminder. If payment remains overdue for more than thirty (30) days after the original due date, CBAMDesk shall have the right to terminate the Agreement with immediate effect, without prejudice to its right to recover all outstanding amounts.

4.5 No refunds

All fees paid are non-refundable, except as may be expressly stated in the applicable Order Form. Unused portions of subscription periods are not eligible for refund, credit, or proration upon cancellation or termination, regardless of the reason for cancellation or termination. This applies equally to voluntary cancellation by the Customer and termination by CBAMDesk due to breach of these Terms.

5. Subscription & termination

5.1 Subscription term

Unless otherwise agreed in the applicable Order Form, subscriptions to the Service are offered on an annual basis. The initial subscription term begins on the date specified in the Order Form or, in the absence of such specification, on the date the Customer first accesses the Service. Each subscription shall automatically renew for successive periods of the same duration as the initial term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.2 Termination for breach

CBAMDesk may terminate or suspend the Customer's access to the Service, in whole or in part, immediately upon written notice if the Customer materially breaches any provision of these Terms and fails to cure such breach within fourteen (14) days of receiving written notice specifying the breach. Material breaches include, but are not limited to: non-payment, unauthorized access, misuse of the Service, violation of intellectual property rights, or any act that jeopardizes the security or integrity of the Service.

5.3 Discontinuation of service

CBAMDesk reserves the right to discontinue the Service, or any part thereof, at any time by providing the Customer with at least ninety (90) days' prior written notice. In the event of a full discontinuation of the Service, CBAMDesk shall provide a pro-rata refund of any prepaid and unused fees for the period following the effective date of discontinuation. Discontinuation of individual features or non-essential components shall not entitle the Customer to any refund or credit.

5.4 Effect of termination

Upon termination or expiration of the Agreement for any reason, the Customer's right to access and use the Service shall immediately cease. The Customer may request an export of its Customer Data within thirty (30) days following the effective date of termination. CBAMDesk shall make commercially reasonable efforts to provide such export in a standard, machine-readable format. After the thirty (30) day period, CBAMDesk shall have no obligation to retain Customer Data and may permanently delete all Customer Data from its systems, including backups, without further notice to the Customer. Any provisions of these Terms that by their nature should survive termination shall remain in full force and effect.

6. Intellectual property

All intellectual property rights in and to the Service, including but not limited to the software, algorithms, user interface, design, documentation, branding, trademarks, trade secrets, and all related materials, are and shall remain the exclusive property of CBAMDesk and its licensors. Nothing in these Terms shall be construed as transferring any ownership rights in the Service or any component thereof to the Customer or any User. The Customer is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for the Customer's internal business purposes and in accordance with these Terms.

The Customer retains all ownership rights in its Customer Data. By using the Service, the Customer grants CBAMDesk a non-exclusive, worldwide, royalty-free license to process, store, transmit, and display Customer Data solely to the extent necessary to provide, maintain, and improve the Service. CBAMDesk shall not use Customer Data for any purpose other than the delivery of the Service, unless the data has been aggregated and anonymized such that it can no longer be attributed to any specific Customer.

The Customer shall not, and shall ensure that its Users do not: (a) copy, modify, adapt, translate, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service; (c) sublicense, sell, resell, transfer, assign, distribute, or otherwise make the Service available to any third party; (d) remove, alter, or obscure any proprietary notices or labels on the Service; or (e) use the Service to build a competing product or service.

7. Data & security

CBAMDesk processes personal data in accordance with its Privacy Policy, which is available at https://cbamdesk.eu/privacy-policy. The Privacy Policy forms an integral part of these Terms. By using the Service, the Customer acknowledges that it has read and understood the Privacy Policy. Where the Customer acts as a controller and CBAMDesk acts as a processor of personal data within the meaning of the GDPR, the parties shall enter into a separate Data Processing Agreement.

CBAMDesk implements commercially reasonable technical and organizational security measures to protect Customer Data against unauthorized access, loss, alteration, or destruction. These measures include, but are not limited to, encryption of data in transit and at rest, access controls, regular security assessments, and monitoring of systems for potential vulnerabilities. CBAMDesk shall promptly notify the Customer in the event of a security breach that may affect Customer Data.

The Customer is solely responsible for maintaining the confidentiality and security of its account credentials, including usernames and passwords. The Customer shall ensure that its Users comply with all applicable security policies and shall immediately notify CBAMDesk of any unauthorized access to, or use of, its account. CBAMDesk shall not be liable for any loss or damage arising from the Customer's failure to safeguard its account credentials.

8. General provisions

8.1 Governing law

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

8.2 Dispute resolution

Any disputes arising out of or in connection with these Terms, including disputes regarding the existence, validity, or termination thereof, shall be submitted exclusively to the competent court in Amsterdam, The Netherlands. The parties agree to first attempt to resolve any dispute in good faith through mutual consultation before resorting to litigation.

8.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving its original intent as closely as possible. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of these Terms, which shall continue in full force and effect.

8.4 Entire agreement

These Terms, together with any applicable Order Form, Data Processing Agreement, and Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof. These Terms supersede all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and communications between the parties, whether written or oral, with respect to the Service.

8.5 Amendments

CBAMDesk reserves the right to amend these Terms at any time. Any material amendments shall be communicated to the Customer in writing (including by email) at least thirty (30) days before the amendments take effect. If the Customer does not agree with the amended Terms, the Customer may terminate the Agreement by providing written notice before the amended Terms take effect. The Customer's continued use of the Service after the effective date of the amended Terms shall constitute acceptance of the amendments.

8.6 Assignment

The Customer may not assign or transfer its rights or obligations under these Terms, in whole or in part, without the prior written consent of CBAMDesk. CBAMDesk may assign or transfer its rights and obligations under these Terms to any affiliate or successor entity without the Customer's consent. Any purported assignment in violation of this section shall be null and void.

8.7 Waiver

No failure or delay by CBAMDesk in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies provided under these Terms are cumulative and are not exclusive of any other rights or remedies provided by law.

8.8 Effective date

These Terms of Service are effective as of February 2026. By accessing or using the Service on or after this date, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you have any questions about these Terms, please contact us at contact@cbamdesk.eu.