1. Definitions
For the purposes of these Terms of Service ("Terms"), the following definitions apply:
- greenclicks / Company:refers to Nokoala Solutions OÜ, operating under the greenclicks brand.
- Customer:means any legal entity, partnership, or commercial sole trader that engages greenclicks for consulting services or uses greenclicks software products.
- User / Administrator:means any individual authorized by a Customer to access, install, configure, or manage greenclicks Services on the Customer's behalf.
- Services:means collectively: (a) consulting, custom software development, system integration, data engineering, automation, and advisory services ("Professional Services"); and (b) proprietary software applications, browser extensions, marketplace apps, dashboards, sustainability tools, and future digital products offered under the greenclicks brand ("Software Services").
- Engagement Agreement:means a mutually accepted Proposal, Statement of Work (SOW), Order Form, quotation, or written consulting agreement specifying the scope, deliverables, and fees for a specific Customer engagement.
- Bespoke Deliverables:means custom software configurations, scripts, reports, workflows, or documentation created specifically and exclusively for a Customer under an Engagement Agreement, excluding greenclicks Pre-Existing IP and Generic Components.
- Customer Data:means any data, records, files, or content provided by the Customer or accessed on the Customer's behalf through connected platforms during the performance of the Services.
- Third-Party Services:means external platforms, APIs, cloud providers, AI model providers, payment processors, or sustainability partners not owned or operated by greenclicks.
2. Acceptance & Order of Precedence
By signing or confirming acceptance of an Engagement Agreement in writing (including by email confirmation), paying an invoice that references these Terms, or accessing, installing, or using any greenclicks Software Services, you acknowledge that you have read, understood, and agree to be bound by these Terms on behalf of the Customer. Preliminary discussions, non-binding estimates, or informal exploratory emails do not form a binding contract until confirmed in a mutually accepted Engagement Agreement or invoice.
Order of Precedence: If there is any conflict or inconsistency between contractual documents executed between greenclicks and the Customer, the following order of precedence shall apply (from highest to lowest priority) with respect to the affected engagement:
- An executed Data Processing Agreement (DPA), strictly with respect to personal data processing obligations;
- A mutually accepted Customer-specific Engagement Agreement (such as a signed Statement of Work, Proposal, or custom written agreement);
- These Terms of Service, together with the Refund & Cancellation Policy and Pricing, Billing & Payment Processing Policy on this page;
- Administrative details on an invoice.
If you do not agree with these Terms, you must not use the Services.
3. Eligibility
The Services are intended exclusively for business customers (B2B). You represent that you are legally able to enter into binding agreements and, where acting on behalf of an organization, that you have authority to bind that organization. The Services are not intended for consumer use unless expressly stated otherwise.
4. Accounts
Certain Services require the creation of an account or the connection of third-party platforms. You are responsible for maintaining accurate account information, protecting access credentials, ensuring that connected platforms remain authorized, and all activities performed through your account.
You agree to notify greenclicks without undue delay if you believe your account has been compromised.
5. Connected Platforms
Some greenclicks products and integrations connect with third-party platforms such as CRM systems, booking systems, accounting tools, and other business software. By connecting such platforms, you authorize greenclicks to access the information necessary to provide the requested Services.
greenclicks only accesses information required for the operation of the Services. The availability and functionality of third-party platforms remain under the control of their respective providers.
greenclicks is not responsible for interruptions, API limitations, changes, or discontinuation of third-party services.
6. Subscription and Services
Some greenclicks Services are offered free of charge. Other Services may be usage-based, subscription-based, retainer-based, or project-based consulting as published for the applicable Service or set forth in an Engagement Agreement. Service descriptions, pricing, and billing models are published on the applicable product pages or agreed separately with the Customer. The Company may introduce new Services, discontinue Services, or modify existing Services as its products evolve.
7. Free Trial
Certain software products may include a free trial. The purpose of the free trial is to allow Customers to evaluate the Services. During the free trial, all applicable provisions of these Terms and the Privacy Policy remain fully applicable.
greenclicks may suspend or discontinue a free trial at any time where abuse, fraud, or misuse is detected.
8. Pricing and Payments
Fees are determined according to the applicable pricing model for the respective Service. For custom consulting and engineering engagements, fees, project milestones, and billing schedules are set forth in the applicable Engagement Agreement.
Unless otherwise agreed in writing, invoices are payable within the stated payment period, all prices are exclusive of applicable value-added taxes, and Customers are responsible for applicable taxes unless legally exempt.
Payment methods, accepted transaction currencies, and processing terms are governed by our Pricing, Billing & Payment Processing policy. Refund eligibility, mid-project cancellation, and dispute handling are governed by our Refund & Cancellation Policy. Except as expressly provided therein or required by mandatory law, payments made for delivered milestones, rendered hours, or active billing periods are non-refundable.
9. Subscription Term & Cancellation
Subscriptions and recurring retainers continue until cancelled by either party.
For ongoing tech partnerships and consulting retainers, cancellation requires fourteen (14) days' written notice prior to the end of the current billing cycle, as set forth in our Refund & Cancellation Policy.
For self-serve digital software subscriptions, cancellation becomes effective at the end of the current paid billing period unless otherwise agreed. Cancellation does not affect payment obligations already incurred.
10. Non-Payment
If payment is overdue, greenclicks may suspend access to the affected Services, pause ongoing consulting or development work, restrict certain functionality, or terminate the applicable subscription or engagement after reasonable notice.
Nothing in this section limits any other legal remedies available to greenclicks.
11. Customer Data
The Customer retains all ownership rights to Customer Data. Nothing in these Terms transfers ownership of Customer Data to greenclicks.
The Customer grants greenclicks a limited, non-exclusive right to access, process, store, and use Customer Data solely for the purpose of providing the Services. This authorization continues only for as long as necessary to provide the Services, comply with legal obligations, or establish, exercise, or defend legal claims.
12. Data Processing
greenclicks processes Customer Data solely for the purposes of providing the requested Services. Where greenclicks acts as a data processor under applicable data protection laws, processing shall be carried out in accordance with the Customer's documented instructions, these Terms, and any applicable Data Processing Agreement.
Customers remain responsible for ensuring they have a lawful basis for providing personal data to greenclicks through connected platforms. Where an engagement or software integration involves the processing of personal data on behalf of a Customer as a data processor under the GDPR, the parties shall enter into greenclicks' Data Processing Agreement (DPA), which is available to business Customers upon request.
13. Aggregated and Anonymous Information
greenclicks may generate anonymous statistical information derived from Service usage. Such information does not identify any individual, does not identify any Customer unless expressly authorized, may be used to improve Services, may be used for internal analysis, and may be used to publish aggregated sustainability statistics.
Where Customers participate in sustainability reporting or public recognition initiatives, greenclicks will use company names, user names, or other identifying information only in accordance with the Customer's selected reporting preferences.
14. User Responsibilities
Users agree to use the Services responsibly, lawfully, and in accordance with these Terms. Users are responsible for maintaining accurate account information, ensuring that all connected systems are authorized, protecting access credentials, complying with applicable laws and regulations, and ensuring they have the necessary rights to provide Customer Data to greenclicks.
Customers remain responsible for the accuracy of information stored in connected third-party systems. greenclicks does not verify the accuracy or completeness of Customer Data.
15. Acceptable Use
Users may not use the Services to violate any applicable law or regulation, infringe intellectual property rights, interfere with the operation of the Services, introduce malware or malicious software, attempt unauthorized access to any system or data, reverse engineer, decompile, or disassemble any part of the Services except where expressly permitted by law, bypass technical restrictions or security measures, misuse APIs or integrations, perform automated activities that unreasonably affect the stability or performance of the Services, or use the Services for fraudulent or deceptive activities.
greenclicks may investigate suspected violations and take appropriate action, including suspension or termination of access.
16. Sustainability Services
Certain greenclicks products enable Customers to fund sustainability initiatives, including tree planting, carbon reduction, and similar environmental projects. These initiatives are carried out through independent third-party organizations selected by greenclicks.
greenclicks carefully selects its sustainability partners and acts in good faith when arranging such services. Certificates or reports relating to sustainability initiatives are based on information provided by the relevant partner organizations. Sustainability certificates represent greenclicks' purchase of sustainability services from selected independent partners and are issued based on information provided by those partners.
While greenclicks makes reasonable efforts to work only with reputable partners, greenclicks cannot guarantee the performance of independent third parties, the timing of individual planting activities, specific environmental outcomes, future survival of planted trees, or the ongoing operation of any sustainability partner.
Nothing in these Terms shall be interpreted as creating a direct contractual relationship between the Customer and any sustainability partner.
17. Artificial Intelligence Features & Output Verification
Where the Services include AI-assisted analytics, natural-language data queries ("Data Chat"), automated drafting, or AI workflow integrations, the Customer acknowledges that probabilistic machine-learning outputs may occasionally be incomplete, inaccurate, or require contextual interpretation.
AI outputs are provided as decision-support tools and do not constitute legal, financial, tax, or certified accounting advice. The Customer remains responsible for reviewing and verifying AI-generated outputs, financial sync mappings, and automated actions before relying on them for material commercial, financial, or legal decisions.
18. Service Availability
greenclicks continuously develops and improves its Services. Accordingly, features may change, functionality may be added or removed, interfaces may evolve, integrations may be updated, and maintenance may temporarily interrupt availability.
greenclicks does not guarantee uninterrupted or error-free operation. The Services are provided on an "as available" basis. Scheduled or emergency maintenance may occur without prior notice where reasonably necessary to protect the security, stability, or integrity of the Services.
19. Software Updates
greenclicks may release updates, improvements, security patches, or new functionality at any time. Customers are not entitled to receive specific features, updates, or future developments unless expressly agreed in writing.
greenclicks may discontinue legacy functionality where reasonably necessary to improve the Services or maintain security.
20. Intellectual Property & Deliverables
Intellectual property rights arising out of or relating to the Services are allocated as follows, unless an applicable Engagement Agreement expressly states otherwise:
- 1. Customer Data & Materials: The Customer retains all ownership and intellectual property rights in Customer Data, Customer trademarks, and any proprietary materials provided by the Customer to greenclicks.
- 2. greenclicks Pre-Existing IP & Proprietary Software: Nokoala Solutions OÜ (or its licensors) retains exclusive ownership of all intellectual property rights in its pre-existing software, SaaS applications (such as Compass and the Sales-Plant-Trees Leaderboard), browser extensions, source code, databases, designs, trademarks, website content, templates, and general methodologies ("Pre-Existing IP"). For subscription-based Software Services, greenclicks grants the Customer a limited, non-exclusive, non-transferable, revocable license to use the Software Service during the active subscription term solely for the Customer's internal business operations.
- 3. Generic & Reusable Components: During consulting or development engagements, greenclicks may develop, refine, or utilize generalized code libraries, API connectors, data transformation patterns, templates, and technical know-how that do not contain Customer Data or Customer Confidential Information ("Generic Components"). greenclicks retains ownership of all Generic Components and may freely reuse them in future products or engagements for other clients.
- 4. Bespoke Customer Deliverables: Subject to the Customer's payment in full of all fees due for the applicable milestone or engagement: (a) where an Engagement Agreement expressly designates specific Bespoke Deliverables as assigned to the Customer, ownership of those Bespoke Deliverables transfers to the Customer upon full payment; and (b) for all other Bespoke Deliverables (and for any Pre-Existing IP or Generic Components embedded within a Bespoke Deliverable), greenclicks grants the Customer a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use, execute, modify, and maintain the delivered solution for the Customer's internal business purposes.
21. Feedback
Customers may voluntarily provide suggestions, ideas, recommendations, or feedback regarding the Services. Unless otherwise agreed in writing, greenclicks may freely use such feedback to improve its products and services without payment or attribution. This does not grant greenclicks ownership of the Customer's confidential information.
22. Confidentiality
Each party agrees to protect confidential information received from the other party. Confidential information includes all non-public business, commercial, technical, and financial information that would reasonably be considered confidential. Confidential information does not include information that becomes publicly available without breach of these Terms, was already lawfully known, is independently developed, or must be disclosed by law or court order.
Both parties shall take reasonable measures to protect confidential information against unauthorized disclosure.
23. Third-Party Services
The Services may integrate with or depend upon third-party providers, including cloud infrastructure providers, CRM platforms, booking systems, AI providers, and sustainability partners.
greenclicks is not responsible for interruptions caused by third-party providers, changes to third-party APIs, discontinued integrations, pricing changes imposed by third parties, or the availability of third-party services.
Use of third-party services remains subject to the applicable terms and privacy policies of those providers.
24. Suspension
greenclicks may immediately suspend or restrict access to all or part of the Services where reasonably necessary, including where payment obligations remain outstanding after notice, these Terms are violated, fraud is suspected, security is at risk, continued access could harm greenclicks, other customers, or third parties, or access is required to comply with legal obligations.
Where reasonably possible, greenclicks will notify the Customer before or shortly after a suspension. Suspension does not relieve the Customer of outstanding payment obligations.
25. Disclaimer of Warranties
Except for any express warranties set forth in a signed Engagement Agreement, the Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, greenclicks disclaims all other warranties, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
greenclicks does not warrant that the Services will operate without interruption, that the Services will always be available or free from errors, that every defect can or will be corrected, or that standard Software Services will meet every Customer's specific requirements.
Customers are responsible for determining whether the Services are suitable for their intended business purposes.
26. Limitation of Liability
Nothing in these Terms excludes or limits either party's liability for intentional breach, gross negligence, fraud, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited under the laws of the Republic of Estonia or applicable mandatory law.
Subject to the foregoing, neither greenclicks nor the Customer shall be liable for any indirect, incidental, consequential, exemplary, or special damages, or for any loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, or interruptions caused by third-party platforms, API changes, or internet outages outside a party's reasonable control.
Except for payment obligations for Services rendered or liability that cannot be limited by law, the total aggregate liability of greenclicks arising out of or relating to an Engagement Agreement or the Services shall not exceed the total fees paid by the Customer to greenclicks for the specific affected Service or engagement during the twelve (12) months immediately preceding the event giving rise to the claim. Where a Software Service is used exclusively free of charge or under a free trial, greenclicks' liability for that free Service is limited to the maximum extent permitted by applicable law.
27. Indemnification
The Customer agrees to indemnify and hold harmless Nokoala Solutions OÜ, its directors, employees, and contractors from and against third-party claims, damages, liabilities, and reasonable legal costs arising directly out of: (a) the Customer's unlawful use of the Services in violation of these Terms; (b) Customer Data or materials provided by the Customer that infringe third-party intellectual property or privacy rights; or (c) the Customer's breach of applicable data protection laws in collecting or supplying Customer Data to greenclicks.
This indemnification obligation is subject to greenclicks notifying the Customer promptly in writing of the claim, cooperating reasonably in the defense at the Customer's expense, and not settling any claim that imposes liability on the Customer without the Customer's prior written consent (not to be unreasonably withheld). This obligation does not apply to the extent a claim results from greenclicks' own breach of these Terms, gross negligence, or intentional misconduct.
28. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations (excluding payment obligations for Services already rendered) where such delay or failure results from circumstances beyond its reasonable control. Such circumstances include, without limitation, natural disasters, war, terrorism, civil unrest, government action, internet outages, widespread cyber attacks, failures of third-party infrastructure providers, labor disputes, epidemics, or pandemics.
Performance shall resume as soon as reasonably practicable.
29. Changes to the Services
greenclicks continuously develops its software products. Accordingly, greenclicks may introduce new features, discontinue features, modify user interfaces, replace integrations, improve performance, or modify technical requirements.
Where reasonably possible, material changes affecting Customers will be communicated in advance.
30. Changes to these Terms
greenclicks may update these Legal Information and Terms from time to time. Material changes will be communicated by appropriate means, including email, notifications within the Services, or publication on the greenclicks website.
Continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms. If a Customer does not agree to a material change, the Customer may discontinue use of the affected Service and cancel any applicable subscription in accordance with these Terms.
31. Termination
Customers may terminate a self-serve software subscription at any time, taking effect at the end of the current paid billing period unless otherwise agreed. For ongoing tech partnerships, consulting retainers, and project engagements, cancellation and termination are governed by the notice and reconciliation provisions set forth in our Refund & Cancellation Policy or the applicable Engagement Agreement.
Upon termination, access to the affected subscription Services may be disabled, subscriptions will not renew, outstanding payment obligations for completed work, work-in-progress, and active billing periods remain payable, and Customer Data may continue to be retained for a reasonable period in accordance with the Software Privacy section and applicable law.
Customers may request deletion of Customer Data by contacting greenclicks.
32. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects its original intent.
33. No Waiver
Failure by greenclicks to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other rights. Any waiver shall be effective only if made in writing.
34. Entire Agreement
These Legal Information, Privacy Policy, Software Privacy Notice, Refund & Cancellation Policy, Pricing, Billing & Payment Processing Policy, and Terms of Service, together with any applicable Engagement Agreement or Data Processing Agreement, constitute the entire agreement between the parties relating to the relevant Services. They supersede all prior discussions, understandings, and agreements relating to the same subject matter.
35. Governing Law
These Terms and any Engagement Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Estonia, excluding its conflict of laws rules. The courts of Tallinn, Estonia shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, unless mandatory law provides otherwise.
Nothing in these Terms limits any mandatory rights that cannot legally be excluded.
36. Contact
For legal, billing, privacy, or data protection requests regarding these Terms, the Privacy Policy, or the Services, please contact:
Nokoala Solutions OÜ
Ahtri 12
15551 Tallinn
Estonia
Europe
VAT: EE102748985
Contact us by email at infonobody@greenclicks.co in English, Spanish, or German.