SustainCERT Terms and Conditions
SustainCERT S.A. Terms and Conditions for Services
Last Updated: July 10, 2023
Your use of any of SustainCERT’s Services, whether digital or otherwise, is subject to these terms and conditions (this “TOC”).
NOTE: THIS SUMMARY ONLY HIGHLIGHTS SELECTED PARTS OF THIS TOC. IT IS NOT INTENDED TO REPLACE OR MISREPRESENT THE FULL TEXT, AND YOUR ACCEPTANCE OF THIS TOC SIGNIFIES ACCEPTANCE OF THE FULL TEXT.
SustainCERT SA (“SustainCERT”, “we,” or “us”) are pleased to provide you, and the organization you represent (“you” or the "Customer") with access to our services and the services of our related entities, including SustainCERT NL BV and SustainCERT USA Inc. (the “Services”). Your use of our Services, whether digital or otherwise, including, but not limited to, advisory, e-learning, impact management, environmental and social impact assessments, project reviews, certification activities and verification & validation activities and the claiming or transferring the outcomes of these activities as described at www.sustain-cert.com, www.valuechangeinitiative.com, and/or www.goldstandard.org is subject to these terms and conditions (this “TOC”).
1. CONSTRUCTION OF AGREEMENT
This TOC includes other documents by reference (“Ancillary Documents”).
The full text of this TOC and the Ancillary Documents should be read carefully as they contain important information about your rights and obligations.
1. CONSTRUCTION OF AGREEMENT
(a) This TOC is a legal agreement between you and SustainCERT and includes the following documents by reference:
- SustainCERT’s Data Protection Policy;
- Documents specifically cited in this TOC from our website at sustain-cert.com or https://valuechangeinitiative.com (the “Sites");
- Product Descriptions; and
- Registry Terms, if any,
together or any one of them being referred to as the “Ancillary Documents”.
(b) Words appearing as defined terms are either defined in their first use or in the Definitions section at the end of this TOC.
PLEASE CAREFULLY REVIEW THIS TOC AS IT INCLUDES CERTAIN LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES.
By clicking “I Agree” or by using any of SustainCERT’s Services, you (and the organization you represent) warrant that you have read and agree to this TOC and agree to use the Services in accordance with this TOC.
If you will be using the Services on behalf of a client, you accept this TOC on behalf of that client, and you warrant that you are entitled to do so. In this case, “you” in this TOC will also refer to that client.
This TOC applies from the time that we provide you with a SustainCERT account, or the date on which you accept this TOC or use the Services in any way, whichever is earlier.
Our Services are only for use by people who are 18 years or older.
(a) By clicking “I Agree”, indicating acceptance electronically, or by accessing or using any of our Services, you warrant that you have reviewed, understand and agree to this TOC, and that you agree to use the Services in accordance with this TOC. If you do not agree to this TOC, then you may not use the Services. The Agreement, of which this TOC forms part, are the only legal terms under which we will make the SustainCERT Services available to you.
(b) If you will be using the Services on behalf of an organization or a client, you agree to this TOC on behalf of that organization and/or that client, and you represent and warrant that you have the authority to do so. In such case, “you” and “your” will refer to that organization and/or client.
(c) This TOC is binding on you and all users of our Services authorised by you, with respect to any use of the Services, and applies to you from the time that we provide you with an account to access and use the Services or you otherwise agree to this TOC or use or access the Services in any way, whichever is earlier (the “Effective Date”).
(d) Our Services are not directed to people younger than 18 years old. If you are under 18 years old, you must not register to use or attempt to use our Services. Any person who registers as a user, provides their personal information and/or attempts to use our Services represents that they are 18 years of age or older.
3. UPDATES TO TOC AND ANCILLARY DOCUMENTS
We may modify this TOC and/or any Ancillary Documents from time to time without prior notice.
3. UPDATES TO TOC AND ANCILLARY DOCUMENTS
(a) This TOC and any Ancillary Documents, as well as the information and materials contained in the Sites, are subject to change from time to time without prior notice. SustainCERT may periodically modify this TOC and any Ancillary Documents, and any such modifications will be effective immediately upon posting. The version of this TOC and Ancillary Documents in effect at the time you click to accept this TOC, or otherwise use and access the Services, will apply to the Services provided at that time.
4. LICENSE AND RESTRICTIONS ON USE
In consideration for payment of the Fees and/or entering into this TOC, we grant you a limited, non-exclusive, non-transferable, personal and revocable license to use our Services.
Subject to this TOC, we grant you a non-exclusive, non-transferable, non-sublicensable license to use the Documentation, solely for your internal business purposes and in connection with your use of our Services.
4. LICENSE AND RESTRICTIONS ON USE
(a) This TOC sets out the terms upon which we agree to provide the Services and grant a license to you to use the Services. You agree that we will supply the Services on a non-exclusive basis.
(b) In consideration for your payment of the Fees and/or entering into this TOC, we grant you a limited, non-exclusive, non-transferable (except as otherwise permitted by this TOC or our Agreement with you), personal and revocable license to use our Services in accordance with this TOC (“License”).
(c) Subject to this TOC, where Documentation is available, we hereby grant you a non-exclusive, non-sublicensable, non-transferable license to use such Documentation solely for your internal business purposes and in connection with your use of our Services. Any Documentation must be returned on termination of the Agreement.
You may not use or access the Services except as allowed by the License.
You may not do anything that might infringe on or invalidate our Intellectual Property Rights in and to the Services, Documentation, SC Educational Content or Software, nor will you allow anyone else to do so.
You must not use the Services in any way that breaches applicable laws or regulations.
(d) You must not access or use the Services except as permitted by the License and may not do or authorize the commission of any act that would or might infringe on, invalidate or be inconsistent with our Intellectual Property Rights in and to the Services, Documentation, SC Educational Content or Software. Without limiting the foregoing provisions, you agree and acknowledge that you must not and will not permit any person to:
- resell, assign, transfer, distribute or provide others with access to the Services;
- "frame", "mirror" or serve any of the Services on any web server or other computer server over the Internet or any other network;
- copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Services, Documentation, SC Educational Content or Software; or
- alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the Services or Software.
(e) You must not use the Services in any way which is in breach of any statute, regulation, law or legal right of any person within Luxembourg and/or the jurisdiction in which you or your personnel are located.
5. SUSTAINCERT FEES
You agree to pay our Fees and all amounts due within 30 days of the issue of an invoice.
Subscription Fees will be invoiced annually in advance, and you agree to pay the relevant subscription Fees prior to using the Services or within 15 days from the date of invoice, whichever is earlier.
You agree that our Fees and deliverables have been determined on the basis that you will meet all your obligations, and that any delay or failure by you to do so will give us the right to adjust Fees and deliverables accordingly.
If you require a purchase order, you are responsible for providing one. If there is any consistency between the Agreement and the purchase order, the Agreement will prevail.
If there is a Variation, we will include the Variation Fees in invoice(s) issued after performance of the Variation.
If any payment has not been made in accordance with the Payment Terms, SustainCERT may, amongst other things, cease providing Services, charge interest on unpaid amounts, and/or commence legal proceedings.
Unless stated, the Fees do not include any VAT or taxes. You agree to pay all applicable taxes.
5. SUSTAINCERT FEES
(a) Subject to clause 5(b), you must pay SustainCERT:
- the Fees; and
- any other amount payable to SustainCERT under the Agreement,
without set off or delay by credit card, wire transfer or bank deposit (or other payment method approved by SustainCERT in writing) within 30 days from the date of SustainCERT issuing the invoice (“Payment Terms”).
(b) For any subscription Service, we will invoice the subscription Fees annually in advance and all payments are due in full without deduction or set-off within 15 days of the date of our invoice or prior to access to the Services being granted, whichever is earlier.
(c) You agree and acknowledge that SustainCERT’s Fees and Services deliverables (including delivery times and pricing) have been determined on the basis that you will meet all of your obligations in providing support, information and collaboration, and that any delay by you or failure by you to comply with your obligations under the Agreement or this TOC will give us the right to adjust any timelines, Fees and deliverables accordingly.
(d) If you require the use of a purchase order, you are responsible for providing the applicable purchase order at the time of ordering the Services. You acknowledge and agree that to the extent of any inconsistency between the Agreement and any terms and conditions attached to your purchase order, the terms of the Agreement will prevail. You acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to the Agreement.
(e) If there is a Variation, SustainCERT will include the Variation Fees due and payable for the Variation performed in invoice(s) subsequent to the performance of any Variation.
(f) If any payment has not been made in accordance with the Payment Terms, SustainCERT may (at its absolute discretion):
- immediately cease providing the Services, and recover as a debt due and immediately payable by you the outstanding amounts and any additional costs, expenses, damages or losses suffered or incurred by SustainCERT related thereto;
- charge interest at a rate equal to the European Central Bank’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date;
- engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
- report you to any independent credit data agencies.
(g) Unless otherwise stated in an applicable Service Specific Agreement, the Fees do not include any sales, use, value added or other excise tax. You are responsible for paying taxes based on fees paid or payable hereunder (but not any taxes assessable against SustainCERT measured by its gross revenues or net income). Should any payment for the Services be subject to withholding tax by any government, you shall reimburse SustainCERT for such withholding tax.
6. SUPPORT AND SERVICE LEVELS
We will provide Support Services in accordance with the Service Levels during the applicable Support Hours.
We will maintain reasonable security measures to protect Confidential Information in our possession from unauthorised use or disclosure.
6. SUPPORT AND SERVICE LEVELS
(a) During the Term, SustainCERT will provide the Support Services in accordance with the Service Levels during the Support Hours provided that:
- you provide SustainCERT with notice for applicable Services in accordance with any applicable system and processes as set out on any Site, as applicable; and
- where required, you assist with investigating and ascertaining the cause of the fault and provide to SustainCERT all necessary information relevant to the fault (including but not limited to what you or your personnel has done in relation to the fault).
(b) SustainCERT must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its personnel, from unauthorised access, use, copying or disclosure.
7. YOUR INFORMATION AND ACCOUNT
You agree that all information you provide to us and/or the applicable registry or account will be complete and correct. If you become aware of any unauthorized use of your account, we recommend that you change your password immediately and get in touch with us.
7. YOUR INFORMATION AND ACCOUNT
(a) SustainCERT may require you to provide information about yourself (such as contact information) and certain business information when you create an account either through SustainCERT or when you open the Gold Standard Impact Registry or any other applicable registry or account ("Account"). You agree that any information that you provide will be correct, complete, and up to date. You will not provide any false information as part of your Account information or in connection with our Services. This includes any taxpayer details you may have saved under your profile in order to claim tax or tax deductions in accordance with applicable laws and regulations. If you become aware of any unauthorized use of your Account, we recommend that you change your password immediately and email us at firstname.lastname@example.org.
8. OTHER CUSTOMER RESPONSIBILITIES AND OBLIGATIONS
You will provide all materials required for us to perform the Services.
You agree to provide us with reasonable assistance required for us to perform the Services and allow us to access the Customer Environment when necessary.
You will endeavor to ensure the integrity of the Data, and will ensure that only your personnel and Authorized Users will access and use the Services, and that they will do so in accordance with the terms of the License.
You are responsible for all your users using the Services, and for all content posted and activity that occurs under your account. Your use of the Services is at your own risk.
You are responsible for ensuring that no person uses the Services to breach any applicable laws or regulations, commit a crime or security breach, or uses the Services in any malicious or obstructive way.
8. OTHER CUSTOMER RESPONSIBILITIES AND OBLIGATIONS
(a) You will provide all required materials as required by us from time to time for us to perform the Services.
(b) You must, at your own expense:
- provide all reasonable assistance and cooperation to SustainCERT in order to enable us to supply the Services in an efficient and timely manner, including but not limited to, obtaining from Authorized Users any consents necessary to allow you and your personnel to engage in the activities described in the Agreement and to allow us to provide the Services;
- use reasonable endeavours to ensure the integrity of the Data;
- permit SustainCERT and its personnel to have reasonable access to the Customer Environment for the purposes of supplying the Services;
- ensure that only your personnel and Authorized Users will access and use the Services and such use and access will be in accordance with the terms and conditions of the License; and
- make any changes to your Customer Environment that may be required to support the delivery and operation of any Services.
(c) You acknowledge and agree that:
- you are responsible for all users using the Services including your personnel and any Authorized Users;
- your use of the Services will be at your own risk;
- you are responsible for maintaining the security of your account and password. SustainCERT cannot and will not be liable for any loss or damage from your failure to comply with this security obligation;
- SustainCERT may alter or update your account logins and passwords and the logins and passwords of any Authorized Users at any time throughout the Term;
- you are responsible for all content posted and activity that occurs under your Account. This includes content posted by others who have logins or accounts associated with your Account;
- if you operate a shared customer account, make (or allow any third party to make) material available by means of the Services (including shareable links and SCORM objects), you are entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code;
- the technical processing and transmission of the Services, including your content or Data, may be transferred unencrypted and involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
- if SustainCERT wishes to alter the delivery of the Services which requires a change to the Customer Environment (including reconfigurations or interface customisations the extent necessary to access or use the Services) you will give any assistance to SustainCERT or make any such changes to the Customer Environment that SustainCERT reasonably requires; and
- SustainCERT may pursue any available equitable or other remedy against you as a result of a breach by you of any provision of the Agreement.
(d) You acknowledge and agree that you must not, and will ensure each Authorized User does not:
- use the Services to violate any legal rights of any person, SustainCERT or other entity in any jurisdiction;
- use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
- use the Services in relation to any crimes, including theft and fraud;
- use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
- make any unauthorized copy of any copyrighted material owned or licensed by SustainCERT;
- introduce malicious programs into SustainCERT’s system (e.g. viruses, worms, trojan horses, e-mail bombs);
- reveal your account password to others or allow use of your Account to those who are not your personnel or Authorised Users;
- use the Services to make fraudulent offers of goods or services;
- use the Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
- use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons’ use of the Services;
- send any unsolicited email messages through or to users of the Services in breach of applicable laws or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; use the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited;
- use the Services to circumvent user authentication or security of any of your hosts, networks or accounts or those of your customers or suppliers; and
- use the Services in any way that damages, interferes with or interrupts the supply of the Services.
9. NO TAX OR ACCOUNTING INFORMATION
SustainCERT is not a financial advisor. You should not rely on the information received through our Services or on our Sites to determine any tax or financial consequences of your actions.
9. NO TAX OR ACCOUNTING INFORMATION
(a) SustainCERT is not an accounting, taxation or financial advisor, and you should not rely on information received through any of the Services and/or given on the Sites or from its associated services to determine any consequences of donating to an initiative.
11. SERVICE SPECIFIC TERMS
There are additional terms and conditions that apply to Gold Standard related certification services, available at www.sustain-cert.com/sustaincert-certification-fees, Joint Terms and Conditions and Principles & Requirements. In the event of inconsistency, this TOC will prevail.
The terms of the Master Services Agreement entered into in relation to any validation and verification services will prevail over this TOC in the event of any inconsistency.
Input Data Verification focuses on the verification of monitoring data from an approved site by you. The outcomes and results will be visible on your SustainCERT Platform Account.
You acknowledge that input data verification is not a consultancy service, but a generic application that can be used to check the quality of the monitoring data.
Emission Reduction Verification services are subject to specific terms set out in the Master Services Agreement, the terms of which will prevail over this TOC to the extent of any inconsistency.
11. SERVICE SPECIFIC TERMS
The following clause sets out terms and conditions as they apply to specific Services we provide:
Gold Standard Certification Services
(a) With respect to any Gold Standard certification services we provide, you agree to pay the Fees set forth in the fee schedule located at www.sustain-cert.com/sustaincert-certification-fees.
(b) All Gold Standard certification services we provide are also subject to the following terms:
provided that this TOC will prevail to the extent of any inconsistency.
Validation and Verification Services
(c) You agree that the validation and verification services we provide will be subject to the terms of any Master Services Agreement entered into with you in relation to such services and that the terms of such Master Services Agreement will prevail over this TOC to the extent of any inconsistency.
Input Data Verification
(d) You acknowledge and agree that any Services we provide relating to Input Data Verification focuses on the verification of monitoring data from an approved site by you. The outcomes and results will be visible on the SustainCERT Platform Account provided to you.
(e) The purpose of input data verification is to verify the full set of monitoring data received by the SC Platform. Input data verification applies a data verification algorithm to check quality of all data received on the SC platform. For the avoidance of doubt, you acknowledge that input data verification is not a consultancy service, but a generic application that can be used to check the quality of the monitoring data.
Emission Reduction Verification
(f) You agree that the actual verification of emission reductions related to a project selected by you will be governed by a Master Service Agreement which will be reviewed by an ISO accredited auditor.
(g) The terms of such Master Services Agreement will prevail over this TOC to the extent of any inconsistency.
SustainCERT Academy is a learning tool and we do not guarantee the accuracy or completeness of the information provided, although we take care in ensuring the content is accurate, complete and respects the rights of third parties.
Your payment of the relevant subscription fee allows you access to the Paid Content of the SustainCERT Academy for which you have paid the relevant fees, for the time period specified when enrolling in the relevant course.
SustainCERT grants you a limited, non-sublicensable, non-transferrable licence to access and view the SCA Materials and, if applicable, the Paid Content for which you have paid the required fees, solely for non-commercial, educational purposes. You may not reproduce, redistribute, transmit, sell, broadcast, share, modify, create derivative works of, sublicense, or otherwise transfer or use any part of the SCA Materials or Paid Content unless we give you express written permission to do so.
All trials or testing of our Services are subject to this TOC. All data you provide during your use of the Services during any trial may be permanently destroyed after the trial.
SustainCERT Academy and e-learning
(h) All SC Educational Content is presented for learning and general information purposes only. It should not be considered complete or exhaustive. All care is taken to ensure that intellectual property and copyright of third parties are respected.
(i) SustainCERT and guest authors assume no liability or responsibility for any errors or omissions in the content of any SC Educational Content and/or the SustainCERT Academy site.
(j) You acknowledge and agree that payment of the relevant subscription fee will allow you to access, in addition to the SustainCERT Academy learning materials (“SCA Materials”), the exclusive paid content for which you have paid the relevant fees (“Paid Content”), for the time period specified when enrolling in the relevant course, unless otherwise agreed between you and SustainCERT in writing. However, we reserve the right to revoke any license to access and use any SCA Materials and/or Paid Content at any time in the event where we decide or are obligated to disable access to the content due to legal or policy reasons.
(k) In consideration for your payment of the relevant Fees and/or acceptance of the TOC, SustainCERT grants you a limited, non-exclusive, non-sublicensable, non-transferrable licence to access and view the SCA Materials and, if applicable, the Paid Content for which you have paid the required fees, solely for your personal, non-commercial, educational purposes. The SCA Materials and, if applicable, the Paid Content for which you have paid the relevant fees, are licensed and not sold to you, and all other uses of the SCA Materials or Paid Content are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any part of the SCA Materials or Paid Content unless we give you express permission to do so in a written agreement signed by a SustainCERT authorized representative.
All trials or testing of our Services are subject to this TOC unless we notify you otherwise. Access to our Services for trials may only be used for your evaluation purposes. Unless we agree otherwise in writing, any Data you provide during your use of the Services, and any customizations made to the Services by or for you, during any trial may be permanently destroyed at the end of the trial.
You grant us a limited license to copy, store, transmit, access and use Data, including Data that is subject to your Intellectual Property Rights, to supply, test and develop the Services, and for other limited purposes.
You warrant that you own and/or have the appropriate rights to all Data that you supply to us, and that the Data does not breach any laws or infringe on any third party’s Intellectual Property Rights.
If the Data contains personal data, you warrant that you have obtained the necessary consents to transfer this Data in accordance with applicable privacy and data protection laws.
We are not liable for any loss or corruption of any Data, and we are not responsible for the integrity or existence of any Data in the Customer Environment.
You agree to indemnify and hold us harmless for the corruption or loss of Data controlled or stored by you.
You grant us a non-exclusive license to use, copy, store and process your Data as necessary for us to provide our Services.
(a) You grant to SustainCERT a limited license to copy, transmit, store and back-up or otherwise access, use or make reference to any Data, including Data that is subject to your Intellectual Property Rights:
- to supply the Services, including to enable you, your personnel and any Authorized Users to access and use the Services;
- to do analysis for the purposes of predictive safety analytics, industry guideline production and other construction safety-related uses, provide such Data is re-identified;
- for diagnostic purposes;
- to test, enhance and otherwise modify the Services whether requested by you or not;
- to develop other Services; and
- as reasonably required for the performance of our obligations under the Agreement.
(b) You represent and warrant that:
- any and all Data supplied by you, or otherwise accessed by us through the provision of the Services to you, is your sole and exclusive property and/or that you have secured any and all authorizations and rights to the Data, as applicable;
- your Data does not breach any relevant laws, regulations or codes;
- your Data does not infringe the Intellectual Property Rights of any third party;
- you will comply with all applicable laws and regulations in the jurisdiction where you access and publish content using the Services; and
- to the extent that the Data contains personal data, you have obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.
(c) You acknowledge and agree that:
- any collation, conversion and analysis of the Data performed as part of the Services, whether by SustainCERT or otherwise, could be subject to human input and machine errors, omissions, delays and losses, including but not limited to loss of Data. SustainCERT is not liable for any such errors, omissions, delays or losses. You acknowledge and agree that you are responsible for adopting reasonable measures to limit the impact of such loss or error;
- SustainCERT may relocate the Data to another jurisdiction. In each case, SustainCERT will give you 15 Business Days' notice and use all reasonable endeavors to minimize the effect of such change on your access and use of the Services;
- SustainCERT is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your personnel, your related bodies corporate or any Authorized Users; and
- SustainCERT is not responsible for the integrity or existence of any Data on the Customer Environment, network or any device controlled by you or your personnel.
(d) You agree to indemnify and hold SustainCERT harmless for and against the corruption or loss of any Data controlled or stored by you or any related bodies corporate, to extent the corruption or loss is not caused by the negligent act or omission of SustainCERT or its personnel.
(e) You grant to us a non-exclusive license and right to use, copy, store, host, display, transmit and process your Data solely as necessary for SustainCERT and our related entities, our employees and contractors to provide our Services under the Agreement and in accordance with applicable law. We may delete or disable your Data if required under applicable law, in which case we will use our reasonable efforts to provide notice to you.
13. INTELLECTUAL PROPERTY RIGHTS
You may not use our data or intellectual property, e.g. our name, designs, reports, the results of our Services, our Site, SC Educational Content, the SustainCERT platform, or its contents, without our permission. No scraping, copying, distribution, selling or modification of our Services or our Sites is permitted.
13. INTELLECTUAL PROPERTY RIGHTS
(f) SustainCERT owns the Services and results of the Services including any resulting data, reports, SC Educational Content, SCA Material, and the Sites and all content therein. The Sites, the SustainCERT Platform, the Software, the SC Educational Content, SCA Materials, and any and all content on the Sites, the Software and SustainCERT Platform, including SustainCERT Academy, including all content and materials of or related to the SustainCERT Academy, are protected by copyright and/or other intellectual property laws and any unauthorized use of such intellectual property or information or the Sites may violate such laws related to their protection. You may not crawl, scrape, spider, copy, distribute, sell, lease, perform, publish, display, sublicense, modify or prepare derivative works of the Services, Sites, SC Educational Content, SCA Materials or Site content, in whole or in part. We reserve all rights not expressly granted to you under this TOC. Our name and logo, and all related names, logos, product and service names, designs, and slogans, are trademarks of SustainCERT or its affiliates or licensors. You must not use any such trademarks without the prior written permission of SustainCERT. All third-party trademarks on the Sites are the property of their respective owners and you should contact them directly for information related to use/licensing.
(g) Except as expressly provided herein, SustainCERT does not grant any express or implied right or license of any kind to you under any patents, copyrights, trademarks, trade secrets or other intellectual property rights.
14. DISCLAIMER OF WARRANTY
We are not liable for the information and materials provided as part of the Services or on our Sites, or obtained through our Services, and we offer no warranties.
14. DISCLAIMER OF WARRANTY
(a) You agree that we do not make any warranty or representations as to the services of any third-party suppliers and we are not liable for any failure in, fault with or degradation of the Services including to the extent the fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of a third party.
(b) THE INFORMATION AND MATERIALS ON THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND SUSTAINCERT MAKES NO REPRESENTATIONS OR WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE INFORMATION AND MATERIALS CONTAINED IN THE SITES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SUSTAINCERT DOES NOT WARRANT THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY OR AVAILABILITY OF THE SERVICES, THE SITE OR THE INFORMATION OR RESULTS OBTAINED FROM USE OF THE SERVICE OR THE SITES, OR THAT THE SERVICES OR THE SITES ARE VIRUS-FREE OR ERROR-FREE. SUSTAINCERT HAS NO OBLIGATION TO AUDIT, VALIDATE OR OTHERWISE VERIFY ANY INFORMATION PROVIDED AS PART OF THE SERVICES OR CONTAINED IN THE SITES.
15. WAIVER AND RELEASE
We are not liable for any claims arising out of disputes you may have with any users of our Sites and/or Services. We are not responsible for any interactions you may have with third parties using the Sites and/or Services, including e-commerce or promotions. You release us from all liability relating to information posted on the Sites by third parties and their conduct.
15. WAIVER AND RELEASE
(a) You release SustainCERT (and our officers, directors, agents, subsidiaries, contractors, suppliers and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any disputes you have with one or more users of the SustainCERT Sites and/or Services. Your interaction, correspondence, or transactions with third parties using the Sites, including participation in promotions or e-commerce (collectively, "Third Party Interactions"), and any terms, conditions, warranties, or representations associated with Third Party Interactions, are solely between you and such third parties. You agree that SustainCERT shall not be responsible or liable for any loss or damage of any sort incurred in connection with your Third-Party Interactions or the presence of such third parties on the Sites. We reserve the right (but are not obligated), to monitor, or take any action we deem appropriate regarding disputes between you and third parties using the Sites. To the extent permitted under applicable laws, you hereby release SustainCERT from any and all claims or liability related to: (a) any content posted on the Site by third parties; or (b) the conduct, whether online or offline, of any third party.
16. LIMITATION OF LIABILITY
We are not liable for any loss or damage arising out of the use of our Sites or Services, including direct, indirect, special or consequential damages or loss of profit.
However, if we are found liable in any case, our liability is limited to the greater of the fees you have paid to us in the 12 months prior to the event and USD 100.
16. LIMITATION OF LIABILITY
(a) To the fullest extent permitted by law, in no event shall SustainCERT or any of its directors, employees, agents, suppliers or others with whom it may collaborate to provide the Services have any liability whatsoever to any person for any direct or indirect loss, liability, cost, claim, expense or damage of any kind, whether in contract or in tort, including negligence, or otherwise, arising out of or related to the use of all or part of the Services, even if SustainCERT has been advised of the possibility of such damages. HOWEVER, IN THE EVENT SUSTAINCERT IS FOUND LIABLE, SUSTAINCERT’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF SUSTAINCERT’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS AND CONSULTANTS, TO YOU IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID TO SUSTAINCERT IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) USD 100.
(b) SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(c) YOU EXPRESSLY AGREE THAT SUSTAINCERT, ITS AFFILIATES, GOVERNING BOARD, OFFICERS, AGENTS, EMPLOYEES, PARTNERS OR SUPPLIERS SHALL NOT BE LIABLE TO YOU FOR ANY OF THE FOLLOWING:
(I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH THE SITES, SITE CONTENT, ANY SERVICES PROVIDED IN CONNECTION WITH THE SITES, OR THIS TOC, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND
(II) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE IN CONNECTION WITH:
- ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION POSTED ON THE SITES;
- ANY CHANGES WHICH SUSTAINCERT MAY MAKE TO THE SITES, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SITES (OR ANY FEATURES WITHIN THE SITES);
- THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITES;
- YOUR FAILURE TO PROVIDE SUSTAINCERT WITH ACCURATE ACCOUNT INFORMATION; YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR
- ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY.
You agree to indemnify us from any third party claim or demand arising out of your use of the Services, or your violation of this TOC or any applicable laws.
(a) You agree to indemnify and hold SustainCERT and (as applicable) SustainCERT’s parent, subsidiaries, affiliates, officers, directors, consultants, suppliers, agents and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Services, your breach of this TOC, your violation of any applicable law, and/or your violation of the rights of a third party.
18. ENTIRE AGREEMENT AND PRIORITY
This TOC and the applicable Service Specific Agreement make up the entire agreement between us, and supersede any prior discussions.
If this TOC conflicts with any terms on the Sites, this TOC will prevail, unless we have agreed otherwise in writing.
If this TOC conflicts with any Service Specific Agreement, the Service Specific Agreement will prevail.
Some pages on the Sites may contain additional terms, conditions or disclaimers. In the event of a conflict, they will take precedence over this TOC.
18. ENTIRE AGREEMENT AND PRIORITY
(a) This TOC, together with each applicable Service Specific Agreement, represents the entire agreement between the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
(b) The terms and conditions of this TOC shall take precedence over any conflicting terms in the Sites, unless the parties have agreed otherwise in writing.
(c) The terms and conditions of any Service Specific Agreement shall take precedence over any conflicting terms in this TOC.
(d) Certain web pages or areas on the Sites may contain additional terms, conditions, disclosures and disclaimers (together “Additional Terms”). In the event of a conflict, the terms of the Additional Terms shall prevail over this TOC, unless stated otherwise.
The Term of the Agreement commences from the Effective Date or the Order Start Date, if applicable, and continues for the Initial Term and any Renewal Term, or otherwise indefinitely, unless the Agreement is terminated earlier.
(a) The term of the Agreement (“Term”) takes effect on and from the Effective Date, or the Order Start Date if one has been defined in a Service Specific Agreement, and continues for the Initial Term, and any Renewal Term, or otherwise indefinitely, unless the Agreement is terminated earlier in accordance with the terms of this TOC.
(b) Applicable to Initial Terms and any Renewal Term: At least 30 Business Days prior to the expiry of the current Contract Year, either Party may notify the other that it does not wish for the Term to be renewed and in such event, the Agreement will expire at the end of the then current Contract Year. If a Party has not given notice pursuant to this clause, the Agreement is automatically renewed for another 12-month period (“Renewal Term”).
Where there is no Initial Term or Renewal Term, you may terminate the Agreement with 30 Business Days prior written notice. Otherwise, you may only terminate the Agreement with 30 Business Days prior notice before the end of the then current term.
We may terminate the Agreement for any reason with 30 Business Days notice. We may terminate the agreement with immediate effect in certain cases, such as insolvency or material breach of the Agreement.
Your rights under this TOC will end immediately if you breach any term of this TOC. We may at any time terminate your access to the Sites or the SustainCERT Platform.
(a) Where there is no Initial Term or Renewal Term, you may terminate the Agreement by giving SustainCERT at least 30 Business Days prior written notice, and such termination will take effect at the expiry of the then current billing cycle.
(b) Where there is an Initial Term or Renewal Term, you may only terminate the Agreement by giving 30 Business Days prior written notice before the end of the then current Term.
(c) SustainCERT may terminate the Agreement for any reason by giving you at least 30 Business Days notice.
(d) SustainCERT may terminate this Agreement immediately by giving written notice to you where:
- you undergo a change of control to a competitor of SustainCERT, as determined by SustainCERT;
- an insolvency event occurs in relation to you; or
- you commit a breach of the Agreement that is a material breach or is a breach that is not capable of remedy or not remedied within 30 days of a notice being issued by SustainCERT.
(e) SustainCERT may suspend overdue accounts without notice to you. A USD 300 reinstatement charge applies to reactivate any suspended account once full payment has been received.
(f) Termination of any Service Specific Agreement shall have no effect on any other Service Specific Agreement.
(g) On termination of this TOC or any Service Specific Agreement for any reason, you shall cease use of the Services, the SustainCERT Platform, and the Software and in relation to any copies thereof, you shall, at our choice, either (i) delete them from all your equipment and storage media and certify to us in writing that you have done so; or (ii) return these items to us.
(h) The rights granted to you herein terminate immediately upon any violation by you of any term of this TOC. SustainCERT, in our sole discretion, reserves the right to temporarily or permanently terminate your access to and use of the Sites or SustainCERT platform at any time and for any reason whatsoever, without notice or liability. SustainCERT will not be liable to you or any third party for any suspension or termination of your access to or use of the Sites or SustainCERT Platform.
21. EVENTS FOLLOWING TERMINATION
On termination of the Agreement, we will immediately stop performing the Services, and you will immediately stop using any of the Services and pay all Fees for Services completed.
21. EVENTS FOLLOWING TERMINATION
(a) Upon termination of the Agreement, SustainCERT will:
- immediately stop performing Services to you;
- immediately stop placing orders for supplies or services required in connection with the performance of the Services to you; and
- promptly return to you or destroy all property, including Confidential Information and Data, in our possession that belongs to you.
(b) Upon termination of this Agreement, you will immediately:
- cease and desist from any use of the Services;
- return to SustainCERT all property, including Confidential Information and Data, in your possession that belongs to SustainCERT;
- pay the Fees for all Services completed; and
- where you have rightfully terminated the Agreement due to a major failure of the Services, SustainCERT will refund to you that portion of the Fees already paid that directly relate to the period of the major failure.
(c) The expiry or termination of the Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of the Agreement.
(d) This clause 21 will survive the termination or expiry of the Agreement.
We may engage subcontractors to perform the Services.
(a) The parties agree SustainCERT may engage subcontractors to perform the Services on its behalf.
You may not solicit or entice away any employee, agent or contractor of SustainCERT during the Term of the Agreement.
(a) You will not solicit or entice away, any person or organisation that was an actual or prospective client, employee, contractor, representative, agent of, or developer to, SustainCERT, during the Term of the Agreement. This clause 23 will survive the termination or expiry of the Agreement.
24. APPLICABLE LAW AND ARBITRATION
This TOC is governed by the laws of Luxembourg.
You agree that any dispute between us, other than those relating to intellectual property rights, will be submitted to the International Court of Arbitration of the International Chamber of Commerce in Luxembourg.
24. APPLICABLE LAW AND ARBITRATION
(a) The laws of Luxembourg, without regard to its principles of conflict of laws, govern this TOC and any dispute that might arise between you and SustainCERT.
(b) Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief, any and all claims, disputes or controversies arising under, resulting from for related to this Agreement ("Dispute"), excluding any Dispute relation to the validity or infringement of any intellectual property rights, shall be submitted for binding arbitration to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be the Arbitration Centre of the Chamber of Commerce of Luxembourg. All proceedings shall be conducted in the English language. The arbitrators shall have no power to add to, subtract form or modify the terms or conditions of this Agreement, nor to award punitive damages.
25. SEVERABILITY CLAUSE
25. SEVERABILITY CLAUSE
(a) If any part of this TOC is held to be unenforceable, such holding shall not affect the validity of the other provisions of this TOC, which shall remain in full force and effect.
You and SustainCERT are independent contractors. This TOC does not create any relationship of agency, partnership, franchise, employment or joint venture.
You may not assign the Agreement or any of your rights or obligations without our consent. We may assign the Agreement by giving you notice.
If either party is unable to perform any of its obligations under the Agreement due to a force majeure event, the time for performance will be extended for the period of delay due to such event.
(a) The Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. If any provision of this Agreement is held to be unenforceable, such provision shall be struck and the remaining provisions remain enforceable.
(b) You and SustainCERT are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
(c) SustainCERT may assign this Agreement by providing notice to you. You may not assign this Agreement, nor any of your rights or obligations, without SustainCERT’s prior written consent. No waiver shall be deemed a waiver of any prior or subsequent default hereunder.
(d) The following Sections survive any termination or expiration of this Agreement: License to SustainCERT, No Warranty, Limitation of Liability, Release, Indemnity, Applicable Law and Arbitration, and General.
(e) In the event that either party to the Agreement is prevented from performing, or is unable to perform, any of its obligations under the Agreement due to any cause beyond the reasonable control of the party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated party, or other similar causes) (“Force Majeure Event”), the affected party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected party: (a) provides the other party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and (d) provides prompt notice of the end of such Force Majeure Event. Delays in fulfilling the obligations to pay hereunder are excused only to the extent that payments are entirely prevented by the Force Majeure Event.
Account has the meaning given to that term in clause 7(a) of this TOC.
Agreement means the agreement between SustainCERT and you as set out in any Service Specific Agreement and incorporating this TOC.
Ancillary Documents has the meaning given to that term in clause 1 of this TOC.
Authorized User means the user(s) permitted to use the Services and the content, including Data generated by, or the output of, the Services.
Business Day means a day that is not a Saturday, Sunday or a public or bank holiday in Luxembourg.
Confidential Information means:
(a) information that is disclosed to the recipient in connection with this Agreement (whether before or after the Effective Date);
(b) is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or
(c) relates to:
- the business, assets or affairs of a party to the Agreement or any of its affiliates;
- the business, assets or affairs of a company in a group of companies to which you or SustainCERT belongs, or any client of that company in the group; or
- the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.
Contract Year means a 12-month period commencing on: (i) the Effective Date, or if applicable the Order Start Date; and (ii) each subsequent anniversary of the Effective Date, or if applicable the Order Start Date, of this Agreement during the Term.
Customer Environment means your relevant computing environment, including all hardware, software, information technology and telecommunications services and systems necessary for SustainCERT to deliver the Services.
Data means all of the information, documents and other data provided by you or your personnel to SustainCERT, any content uploaded by you or your personnel to SustainCERT’s software or systems, or otherwise accessed by SustainCERT in providing the Services.
Data Protection Policy means SustainCERT’s policy on data protection and General Data Protection Regulation (GDPR) in place from time to time.
Documentation means manuals, handbooks, guides and other user instructions, precedents, example documents, information sheets and other documentation and materials available through the Services, the Sites, the SustainCERT platform or otherwise provided to you by us as part of the Services.
Effective Date has the meaning given to that term in clause 2(c) of this TOC.
Fees means the fees set out in the relevant Service Specific Agreement or other agreement with you in relation to your account and/or the Services provided to you by SustainCERT.
Initial Term means the initial term set out in the Service Specific Agreement, if any, otherwise it means the first Contract Year.
Input Data Verification means digital monitoring reporting and verification and includes any software solutions capable of automated data collection, processing, analysis, and generation of carbon credits, including validation and verification processes.
Insolvency Event means in respect of a party the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) the party makes a general assignment for the benefit of its creditors; (iii) the party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, which proceedings are not dismissed within sixty (60) days; or (iv) the party is liquidated or dissolved.
Intellectual Property Rights means all present and future rights to:
(b) registered or unregistered designs, patents, trademarks;
(c) trade, business, company or domain names;
(d) know-how, inventions, processes, trade secrets;
(e) circuit layouts, databases or source codes; and
(f) any similar rights in any part of the world,
including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
License has the meaning given to it in clause 4(b) of this TOC.
Order Start Date means the date on which we will commence providing you with access to the Services, as set out in a Service Specific Agreement.
Payment Terms has the meaning given to it in clause 5(a) of this TOC.
Product Description means a description of the product or Service, if any, provided by us which is published on our Sites, the SustainCERT Platform or otherwise made available to you.
Registry Terms means the terms and conditions of the SustainCERT registry and/or the terms and conditions applicable to the registry of any relevant standard body.
Renewal Term has the meaning given to it in clause 19(b) of this TOC.
SC Educational Content means all information, documentation, educational resources and material provided by SustainCERT in relation to education and/or e-learning, whether paid or offered free of charge, including SustainCERT Academy, which includes but is not limited to any information relating to GS4GG certification, value chain, standards, carbon markets and/or processes.
Service Specific Agreement means a Work Order, Master Services Agreement or other relevant document or agreement entered into between the parties in relation to specific services provided by SustainCERT, including those set out in clause 11.
Sites has the meaning given to it in clause 1 of this TOC.
Software means the software used to provide the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after the Agreement is entered into by the parties.
Support Hours means the hours that SustainCERT will provide the Support Services, as set out on the applicable Site, or if such hours are not specified then Central European Time business hours.
Support Services means a description, if any, of the support services provided by us which is published on our Sites, the SustainCERT platform or otherwise made available to you.
SustainCERT Platform means the executable, object code version(s) of our proprietary Software, technology, databases, libraries, applications, algorithms, workflows, cloud formation templates and other proprietary methods and systems, including any update, upgrade, release or any other modification that we may optionally and periodically provide to its customers.
Term has the meaning given to it in clause 19(a) of this TOC.
Third Party Interactions has the meaning given to it in clause 15(a) of this TOC.
Work Order means an order form between you and SustainCERT in respect of the Services.
Variation means a change to the License after the date of this Agreement.
Variation Fee means any variation to the Fees as a consequence of the Variation.