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1. Definitions
“Administrator”: An individual appointed by the Rated Company to manage its account on the Solution.
“Agreement”: These Rated Company Terms and Conditions, as defined in Section 2.1.
“Affiliate”: Any corporation or other legal entity that Controls, is Controlled by, or is under common Control with a Party for so long as such Party Controls, is Controlled by or is under common Control with such Party. Portfolio companies in which a private equity firm holds interest are excluded.
“Assessment Token”: An assessment credit constituting a part of the base subscription.
“Basic subscription”: as defined in https://ecovadis.com/plans-pricing/
“Business Partners”: Companies offering IT solutions or online services to mutual customers, whose solution is integrated with the EcoVadis Solution and EcoVadis certified training partners. Mutual customers of EcoVadis and the Business Partner shall have the opportunity of accessing information regarding the sustainability performance of their trading partners and/or of their own Affiliates through the partner organization’s platform.
“Carbon Rating Subscription”: The EcoVadis carbon rating, which includes the Carbon Scorecard, EcoVadis Academy, Carbon Calculator, Carbon Corrective Action Plans, Metrics, and Product Data Exchange and as defined at https://ecovadis.com/plans-pricing/
“Carbon Scorecard”: Summary of the Rated Company’s carbon maturity, including results on a 5-point scale and qualitative information.
“Corporate subscription”: as defined in https://ecovadis.com/plans-pricing/
“Confidential Information” Any information disclosed by or relating to a Party, including (i) information about a Party’s business affairs, (ii) information about a Party’s operations, operations, products, technologies, methodologies, know-how, marketing activities, business and product development and sustainability practices, (iii) which is marked or identified as confidential, or (iv) would be regarded as confidential by a reasonable business person.
“Control”: Means for the purposes of the definition of Affiliate, ownership of, or the power to vote, directly or indirectly, a majority of any class of voting securities or interest of a corporation or limited liability company, or the ownership of any general partnership interest in any general or limited partnership. For the avoidance of doubt, this excludes control by private equity firms in portfolio companies.
“Dashboard”: Graphical user interface that provides at-a-glance views of key aggregated data relevant to the sustainability performance, including but not limited to carbon estimations, of Rated Companies.
“Data”: The information and documents the Rated Company supplies in the course of or in connection with the use of the Solution, including for the purpose of the assessment, Deep Dives and Dashboard.
“Deep Dive”: A specific module where the Rated Company provides additional information to address a particular sustainability topic.
“Directory”: Compilation of a database containing general Scorecard attributes across all Rated Companies, including each entity’s name, physical location, industry, website, status (rated/ not rated), Scorecard publication and expiration date and performance medals achieved as a result of the assessment.
“EcoVadis”: EcoVadis Simplified Joint – Stock Company, registered at the Paris Registry of Trade & Companies under the number 497 842 914
“Export Controls”: All applicable laws and regulations regarding the import, export, or re-export of goods, technology, and services by the US, EU, UK, and other jurisdictions applicable to EcoVadis, the Rated Company and the Parties’ respective Affiliates.
“Financial Institution”: Any bank, fund, financier, lender, or other financial institution.
“Group of Requesting Companies”: Group of Requesting Companies which (i) access and use the Solution via a joint platform or (ii) are members of a sector initiative.
“Invalid Scorecard”: A Scorecard which has exceeded the expiration date stipulated on the Scorecard.
“Party”: EcoVadis or the Rated Company.
“Parties”: EcoVadis and Rated Company
“Premium subscription”: as defined in https://ecovadis.com/plans-pricing/
“Rated Company(ies)” Professional business entity entering into a contract with EcoVadis by accepting the present Rated Company Terms and Conditions and registering on the Solution to provide information on its sustainability practices, upon request by a Requesting Company or voluntarily. For the avoidance of doubt,
(i) “Rated Company(ies)” shall include Affiliates with a Corporate subscription and
(ii) it is specified that individual persons not acting for professional purpose and/or consumers cannot be Rated Companies.
“Rate my Trading Partners”: Feature that allows for the monitoring of the sustainability performance of companies providing goods/services (“Trading Partner”). The use of the Solution, after activation of the Rate my Trading Partners feature will be subject to the terms described in Appendix 1 and these Rated Company Terms and Conditions.
“Requesting Company(ies)”: Any company subscribing to the EcoVadis Solution, enabling it access to information on the sustainability performance of a Rated Company.
“Sanctioned Person”: Legal or natural person subject to Sanctions, residing in or organized under the laws of a country or territory subject to country- or territory-wide Sanctions, currently or within the past five years, or otherwise owned or controlled by any of the foregoing.
“Sanctions”: Trade, economic, and financial sanctions and embargo laws, regulations and restrictive measures, administered, enacted or enforced by the United States (including without limitation the Department of Treasury’s Office of Foreign Assets Control and Department of State), European Union and its member states, United Nations, United Kingdom, and other jurisdictions with regulatory authority over EcoVadis, Rated Company(ies) or their respective Affiliates.
“Scorecard”: Summary of the Rated Company’s sustainability assessment results. The Scorecard may include the following (in accordance with Rated Company’s Subscription Level): quantitative ratings, qualitative information, performance benchmarking, and stakeholder information. For the avoidance of doubt, “Scorecard” is inclusive of “Carbon Scorecard.”
“Select subscription”: as defined in https://ecovadis.com/plans-pricing/
“Service(s)”: EcoVadis’ sustainability performance assessment and monitoring service, EcoVadis associated support services and other services offered by EcoVadis.
“SF Rated Company” or “Sustainable Finance Rated Company”: A Rated Company requested to share and/or sharing its Scorecard with a Financial Institution for structuring financial products linked to, or based on, EcoVadis’ services and/or Scorecards in any capacity, including but not limited to any credit risk assessment or due diligence being conducted by a Financial Institution.
“Solution”: The EcoVadis online platform for managing sustainability information and documents related to sustainability, accessible at www.ecovadis.com.
“Subscription Level”: Subscription plan selected by Rated Company, each subscription plan is defined at https://ecovadis.com/plans-pricing/
“Valid Scorecard”: shall mean a Scorecard which has not exceeded the expiration date stipulated on the Scorecard.
2. Purpose
2.1. EcoVadis provides services to monitor the sustainability performance of Rated Companies. Rated Company’s access and use of the Service and the Solution are subject to these Rated Company Terms and Conditions (the “Agreement”).
2.2. EcoVadis grants Rated Company a limited, revocable, non-exclusive, non-transferable right to access and use the Services and Solution for its internal business purposes. The right granted in this Section 2.2 of the Agreement is valid for the selected term and according to Rated Company’s Subscription Level and is subject to the terms of this Agreement.
2. 3. EcoVadis’ Services are strictly for internal business purposes only. Individual consumers or persons not acting for a professional purpose are excluded from access or use of the Services and Solution.
3. Confidentiality
3. 1. EcoVadis and the Rated Company will only use each other’s information for the purposes of the Service, unless otherwise expressly authorized in writing. Assessment questionnaires, methodology, Scorecards and associated data, materials, works and other content obtained through access to and use of the Solution are EcoVadis’ Confidential Information, while questionnaire answers are the Rated Company’s Confidential Information. The Party receiving the Confidential Information shall not disclose the disclosing Party’s Confidential Information except to their, and their Affiliates’, employees and contractors on a need-to-know basis, if and to the extent necessary to provide or use the Solution. Unless otherwise specified in this Agreement, neither party will disclose any Confidential Information to third parties. Confidential Information shall be kept confidential. The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it:
3.1.1. is in the public domain, publicly known or later made generally public (other than as a result of a breach of this Agreement);
3.1.2. can be demonstrated as having been independently developed by the receiving Party;
3.1.3. is data/documents of Rated Company (excluding Scorecards) that have been shared by the Rated Company with Requesting Companies or Group of Requesting Companies in accordance with this Agreement;
3.1.4. is lawfully received free from restrictions from another third-party having the right to furnish such information and who had not received it from the receiving Party; or
3.1.5. is required to be disclosed by law or a court order.
3.2. For purposes of the Service, the Rated Company grants EcoVadis the non-exclusive and royalty-free right, on a worldwide basis, to host, store in cache mode, process, use, reproduce, and display, the information and documents the Rated Company will supply in the course of or in connection with the use of the Solution (the “Data”), including for the purpose of (i) the assessment, (ii) Deep Dives and (iii) Dashboards, and to use such Data to deliver the Services offered by EcoVadis and to develop the EcoVadis database. The Rated Company warrants and represents that it has all the rights and authorizations that are necessary to use the Data for purposes of the Service, and that it can freely grant the above rights.
3.3. Rated Company retains all right, title and interest in and to all Data uploaded by it to the Solution, except that Data shall not include the names, titles or contact information of personnel.
3.4. Each Party may disclose, without prior notification, approval or consent by the other Party, to tax authorities, local or governmental authorities and courts any Confidential Information that is required to be disclosed by law, as well as to such Party’s representatives, external counsels and advisors.
3.5. To facilitate ease of identifying and connecting with current and prospective business partners, the Rated Company grants EcoVadis and its Affiliates the right to display Directory information on the Solution, and to share this information with Business Partners who may also display such information on their platforms. Additionally, the customers may contract with the Business Partner to analyze and create aggregated results regarding the sustainability performance of their trading partners and/or of their own Affiliates.
3.6. In regards to the Rated Companies’ Directory information, the Rated Company grants EcoVadis and its Affiliates the right to share, and communicate it to any third party and to promote this information through any support channels and in any media, including in digital media and channels.
3.7. Confidentiality Term. The confidentiality obligations shall continue during the term of this Agreement and for five years thereafter.
4. Use and sharing of Scorecard
4. 1 Use of Scorecard:
4.1.1. The Rated Company may use the Scorecard only in accordance with the provisions of this Agreement and its Subscription Level.
4.1.2. The Rated Company shall not modify the Scorecard, its rating received from EcoVadis, or any assessment results, including but not limited to the:
4.1.2.1. publication date of Scorecard;
4.1.2.2. categories and composition of scores;
4.1.2.3. numerical or graphical representations of its ratings;
4.1.2.4. medal achievement; or
4.1.2.5. company name or description.
4.1.3. Sharing Scorecards with third party(ies) and use of the Scorecard by third party(ies) shall be in accordance with the sharing and use restrictions stated on each Scorecard. With the exception of Rated Companies with Basic subscription, exporting and sharing the Scorecard outside the EcoVadis network to respond to an RFX solicitation or 1:1 customer inquiry, or equivalent, is allowed pursuant to the Rated Company’s Subscription Level.
4.2. Sharing of Scorecard:
4.2.1. Initial sharing. When a Requesting Company invites a company to participate in any EcoVadis Service, and the company accepts these Rated Company Terms and Conditions, registers on the Solution and provides EcoVadis all necessary data to produce a Scorecard, the Scorecard is automatically shared with both the Requesting Company that invited company to participate in the EcoVadis service and Rated Company that provided the data to produce the Scorecard simultaneously upon publishing. This initial sharing extends to additional Requesting Company(ies) if the Rated Company has been invited to share its Scorecard with a Group of Requesting Companies.
4.2.2. Regular sharing. The Rated Company’s Valid Scorecard will be shared automatically via the Solution with a Requesting Company (or Group of Requesting Companies) seven (7) calendar days from the date of the request to share the Scorecard, unless the Rated Company objects to the sharing within those seven (7) days by selecting the option to reject the request, available on the Solution. The sharing request will be sent by email to the Administrator(s). For the avoidance of doubt, the foregoing only applies to Valid Scorecards of Rated Companies with an active subscription to the Solution.
4.2.3. Additionally, the Rated Company will have the ability, via the Solution, to manage the sharing options of its Scorecard and other data/documents of Rated Company. Rated Company may, via the options in the Solution, share and allow use of its Scorecard and other data/documents by Requesting Companies (or Group of Requesting Companies) subscribing to the Services via the Solution or via Requesting Companies’ internal IT systems using third-party software integrating with or otherwise connecting to the Solution.
4.2.4. Except as authorized under Section 4.1.3 or prior authorized in writing by EcoVadis, the Rated Company may not upload its Scorecard (or any part thereof), its rating received from EcoVadis, or any assessment results received from EcoVadis onto third-party platform(s) whereby the data might be shared with fourth parties for any purpose or used for commercial gain or purposes.
4.2.5. Rated Companies with a Basic subscription may only share the Scorecard or medal within the Solution with Requesting Companies and shall not share or publish any assessment results provided by EcoVadis outside the Solution.
5. Responsibility of EcoVadis
5.1. The Solution is accessible 24 hours a day, 7 days a week, except during maintenance periods. EcoVadis is not liable for network issues, interruptions, outages, delays, system unavailability and other connectivity problems affecting the Solution or Service. If a data breach is detected that is likely to severely compromise the security of the Solution, Service or Rated Companies’ Data, EcoVadis may, without notice, momentarily suspend access to the Solution and Service for the necessary time to remedy the issue in a timely manner. In such an event, EcoVadis shall not incur any liability to the Rated Company and Rated Company shall not seek any compensation whatsoever from EcoVadis.
5.2. The Rated Company’s score/medal is based on information disclosed by Rated Company and news resources available to EcoVadis at the time of assessment. Should any information or circumstances materially change during the period of the Scorecard and/or medal validity, EcoVadis may place the score/medal on hold and if considered appropriate, reassess and issue a revised Scorecard / medal. The EcoVadis Medal Usage Policy is available at: How can I use my EcoVadis medal or badge?
5.3. EcoVadis may automatically use Rated Company’s unused Assessment Token to trigger an assessment on or after the date Rated Company’s Scorecard becomes an Invalid Scorecard. Unused Assessment Tokens at termination or expiration of this Agreement are forfeited without compensation nor refund.
5.4. EcoVadis retains sole control and is solely responsible for all aspects of the Solution and Service, including:
5.4.1. locations where any services are performed;
5.4.2. selection, deployment, use, modification, and replacement of any software;
5.4.3. performance of service maintenance, upgrades, corrections, and repairs; and
5.4.4. selection and engagement of subcontractors.
5.5. EcoVadis reserves the right, in its sole discretion, to make any changes to the Solution and Service that EcoVadis deems necessary or useful to:
5.5.1. maintain or improve Service quality or delivery of EcoVadis’ services to its clients; and,
5.5.2. comply with applicable laws.
6. Responsibility of the Rated company
6.1. The Rated Company shall notify EcoVadis if there are changes to its contact information. The Rated Company acknowledges and agrees that it is responsible for keeping the correct contact information updated, including but not limited to the email address(es) of its designated Administrator(s) at all times during the term of this Agreement.
6.2. The Rated Company and its users shall not:
6.2.1. interfere or attempt to interfere with the proper working of the Solution;
6.2.2. upload, post or send harmful files, software or other technology into the EcoVadis platform including but not limited to any files that contain a virus, worm, malware or other malicious computer code;
6.2.3. conduct tests that may harm or impair the proper working order of the Solution;
6.2.4. bypass or breach any security system used by the Solution;
6.2.5. reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Solution;
6.2.6. access the Solution other than through use of its valid access credentials;
6.2.7. remove, alter or obscure any copyright, trademark or other EcoVadis intellectual property contained on the Solution or in the Scorecard;
6.2.8. upload into the Solution any information, data, software or other material that is protected by copyright, privacy rights or any other intellectual property without first obtaining the permission of the owner of such rights; or
6.2.9. use the Solution for other applications not specifically permitted under the terms of this Agreement and Rated Company’s Subscription Level.
6.3. The Rated Company shall secure its and its authorized users’ access to the Solution, keep its access credentials confidential, and immediately notify EcoVadis via the EcoVadis Help Center of unauthorized access and take all reasonable and lawful measures within its control to stop the unauthorized access and to mitigate its effects. Any actions with the Rated Company’s access credentials are deemed to be done by the Rated Company.
6.4. The Rated Company shall not modify, translate, adapt, decompile, alter, create derivative works, reverse-engineer, copy, distribute, publish, disclose, sell, loan or sublicense rights to access the Solution or any content or part of the Solution, including but not limited to Scorecards or Services, without EcoVadis’ prior express, written consent.
6.5. The Rated Company shall cooperate with EcoVadis by providing timely and accurate data that is appropriate for or in connection with EcoVadis’ provision of the Service.
6.6. All Data provided must be accurate, lawful and in accordance with Section 3.2. Rated Company agrees not to post or upload to the Solution any unlawful, fraudulent, harassing, libelous or obscene data.
6.7. At least one Administrator must be appointed by the Rated Company. Rated Company shall ensure that the contact information of the Administrator(s) is kept updated, visible to EcoVadis and secure. Only Administrators may access Rated Company’s account and perform account-wide operations, Subscription Level modifications, responding to requests under Sections 4.2.2 or user management.
6.8. The Rated Company is responsible for its information technology systems used to access the Solution and use of data obtained from the Services by its users, including all conclusions, decisions and actions taken by Rated Company and any of its Affiliates that are based upon such access or use.
7. Compliance with Laws & Trade Controls
7.1. In connection with the performance of this Agreement, the Parties shall comply with all applicable laws and regulations.
7.2. The Rated Company represents and warrants that neither it nor its officers or directors are listed as Sanctioned Persons or on any US, EU, UK, German or any other apilicable denied parties lists issued by any other jurisdiction which is applicable to this Agreement and the Services. Rated Company will not and will not allow the use, export, re-export or transfer of services provided by EcoVadis or its Affiliates in violation of Export Controls, including doing business with or involving any country or countries which causes EcoVadis or its Affiliates to violate Export Controls. Such countries include but are not limited to Cuba, Iran, North Korea, Syria, and certain regions in Ukraine (the list of countries or territories is subject to change in accordance with changes to applicable laws).
7.3. The Rated Company represents and warrants that it shall not use and shall not permit any party to use any services provided by EcoVadis or its Affiliates in connection with doing business with Sanctioned Person(s) or in any way that would violate or cause EcoVadis or its Affiliates to violate Sanctions or Export Controls.
7.4. Rated Company acknowledges and agrees that EcoVadis and its Affiliates are subject to Sanctions and Export Controls and EcoVadis must take measures to ensure its compliance with applicable Sanctions and Export Controls. Rated Company acknowledges and agrees that EcoVadis may block or suspend its services to Rated Company if Rated Company violates Section(s) 7.2 and/or 7.3 or if EcoVadis receives a judicial or other government demand or order, subpoena or law enforcement request that requires EcoVadis to do so. If Rated Company disagrees with EcoVadis’ blocking or suspension because of violation of Section(s) 7.2 and/or 7.3, Rated Company may provide information or documentation necessary to confirm its identity and that it is not violating either or both Section 7.2 and Section 7.3.
8. Indemnification
8.1. Rated Company Indemnity: The Rated will defend EcoVadis, its Affiliates and their respective officers, directors, employees, and contractors (“EcoVadis Indemnified Parties”) against all claims asserted by third parties against any EcoVadis Indemnified Parties arising from or relating to:
8.1.1. Rated Company’s breach of Rated Company’s representations, warranties, covenants or obligations under this Agreement;
8.1.2. Rated Company’s violation of restrictions contained in this Agreement;
8.1.3. any unlawful or harmful data provided by the Rated Company to EcoVadis; or
8.1.4. Any personal injury or damage to tangible personal property caused by Rated Company or its authorized users.
8.2. EcoVadis Indemnity: If the Solution infringes third-party intellectual property rights, EcoVadis will indemnify the Rated Company against any claims, judgments, and related costs of such infringement, and shall pay any monetary judgements, reasonable and related attorneys’ fees, and costs awarded to the third party for such infringement, or any settlement of such claim to which EcoVadis has agreed. EcoVadis will defend Rated Company against all claims asserted by third parties against Rated Company arising from or relating to personal injury or damage to tangible personal property caused by the Solution or EcoVadis or EcoVadis’ Affiliates. The foregoing EcoVadis indemnification obligations do not apply to any claim(s) arising out of or relating to any:
8.2.1. access to or use of the Solution in combination with any hardware, system, software, network, tools or other materials or service not provided or authorized in writing by EcoVadis;
8.2.2. modifications made to the Solution without prior written approval by EcoVadis; or
8.2.3. indemnification obligations covered by the Rated Company in accordance with Section 8.1.
8.3. Indemnification Process: The Parties’ indemnification obligations are conditioned on the indemnified Party:
8.3.1. promptly notifying the indemnifying Party of such action in writing of any claim or action that would reasonably implicate the indemnification obligations hereunder;
8.3.2. reasonably cooperate and assist in such defense; and
8.3.3. giving sole control of the defense and any related settlement negotiations to the indemnifying Party with the understanding that the indemnifying Party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified Party, without the indemnified Party’s prior written consent.
8.4. Mitigation: If the Solution becomes the subject of infringement of intellectual property rights claims or in EcoVadis’ opinion is likely to become the subject of any infringement-related claim, EcoVadis may, at its expense and in its discretion:
8.4.1. secure the right for continued use of the Solution by the Rated Company;
8.4.2. replace or modify the Solution in a manner that does not materially degrade the usability of the Solution so that it becomes non-infringing; or
8.4.3. terminate this Agreement and refund pre-paid and unused fees on a pro-rata basis.
9. Subscription and fees
9.1. The Rated Company shall pay an annual or multi-year non-refundable (except as expressly stated herein in this Agreement) subscription fee to access and use the Solution. The subscription fee for Rated Company’s access and use of the Solution is according to the Subscription Level and plan that the Rated Company selects as detailed on the EcoVadis pricing page. All payments are due on the date of invoice. The initial twelve (12) month fee may be paid by a Requesting Company in place of Rated Company only if such obligation derives from the agreement between EcoVadis and Requesting Company. The Rated Company will provide EcoVadis with the information it reasonably requires to send an invoice.
9.2. Subscription fees due under this Agreement are payable to EcoVadis without deduction for any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). Except as forbidden by applicable law, EcoVadis may require that Rated Company submit applicable Sales Taxes to EcoVadis. However, the preceding sentence does not apply to the extent that Rated Company is tax exempt, provided Rated Company gives EcoVadis a valid tax exemption certificate when submitting billing details to EcoVadis. EcoVadis’ failure to include any applicable tax in an invoice will not waive or dismiss EcoVadis’ rights or obligations pursuant to this section. If applicable law requires withholding or deduction of Sales Taxes or any other tax or duty, Rated Company shall separately pay EcoVadis the withheld or deducted amount, over and above fees due. For the avoidance of doubt, this section does not govern taxes based on EcoVadis’ net income.
9.3. EcoVadis can change its subscription fees or add new fees at any time, effective from the start of the next subscription cycle. The Rated Company may terminate this Agreement in accordance with Section 14.3, if it disagrees with the changes.
9.4. Subscription fees due under this Agreement are payable via ACH, wire transfer, credit card, check or debit card. If payments are to be made by any other means besides the methods stated in the foregoing, processing fees may be applied and shall be paid by the Rated Company. Rated Companies with a billing address within the European Union (including the UK) are invoiced in Euro only; all other companies can select between invoicing in Euro or in U.S. dollars. Rated Companies with a billing address in the United States are invoiced in U.S. Dollars. Bank and debt collection fees, including but not limited to wire transfer or currency exchange fees are the Rated Company’s responsibility. Any payments required under this Agreement which are not paid when due accrue interest at a rate of three times the legal interest rate applicable under French law and shall give rise to the application of a fixed sum of 40 euros per invoice as compensation for recovery costs . The right to collect interest on such late payments shall be in addition to any other rights that EcoVadis may have.
10. Intellectual property rights and data sharing
10.1. Except for the limited rights specifically granted to Rated Company in this Agreement, all content on the Solution, including but not limited to methodologies, procedures, tools, workshops, manuals, software, trademarks, databases, guidelines, questionnaires, Scorecard, Scorecard display and setup and assessment results, are owned by EcoVadis and EcoVadis shall retain all rights, title and interest in and to the Solution and content therein including its by-products (such as Scorecards, IQ Risk Profiles, Vitals Results or Carbon Scorecards) regardless of its form or media. Data entered into the Solution by Rated Company remains property of the Rated Company.
10.2. EcoVadis grants Rated Company a limited, revocable, non-exclusive, non-transferable worldwide right to access and use its Scorecard and associated communication tools for its internal business purposes in accordance with its selected Subscription Level and in accordance with the terms of this Agreement for the term of this Agreement. Rated Company acknowledges and agrees that this Agreement in no way shall be construed to provide any express or implied right to use or otherwise disclose or exploit its Scorecard or information contained therein beyond the rights specifically set forth herein and in accordance with its Subscription Level and sharing a use restrictions set forth on the Scorecard, and that certain components of the Solution, including third-party APIs, may be subject to additional license terms.
10.3. SF Rated Companies can share their Scorecards outside of the Solution with Financial Institutions only and only if the SF Rated Company has a Select subscription at the time of sharing the Scorecard with a Financial Institution.
10.4. Rated Company agrees to share its Subscription Level, status, and E-Learning progress in EcoVadis Academy (as defined in Appendix 2) with Requesting Companies.
10.5. If required, a Rated Company with a Select subscription acknowledges and agrees to the sharing of all content and information supplied in the Select organized meetings, as well as the summary of results after the meetings with the Requesting Company which requested the assessment.
11. Warranties
11.1. EcoVadis Warranty: EcoVadis warrants to Rated Company that it holds all required licenses and permits and has received or will timely receive all approvals, consents or other prerequisites required for enabling Rated Company to access and use the Solution and for EcoVadis to perform its obligations under this Agreement.
11.2. Rated Company Warranty: Rated Company warrants to EcoVadis that Rated Company owns or otherwise has and will have all the necessary rights and consents to provide all data uploaded by its authorized users to the Solution.
11.3. Warranty Disclaimers: EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 11.1, ECOVADIS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ECOVADIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND RATED COMPANY ACKNOWLEDGES THE SOLUTION AND SERVICES ARE PROVIDED “AS IS.” WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ECOVADIS DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SOLUTION AND SERVICES OR RATED COMPANY’S OUTCOMES FROM USING THE SOLUTION AND/OR SERVICE WILL MEET RATED COMPANY’S REQUIREMENTS, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE.
12. LIMITATION OF LIABILITY
12.1. No Consequential Damages. EXCEPT FOR ECOVADIS’ GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FAILURE TO COMPLY WITH APPLICABLE LAWS, IN NO EVENT WILL ECOVADIS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, FOR USE OR INABILITY TO USE THE SOLUTION OR SERVICE, USE OF THE DATA OR THE ASSESSMENT RESULTS OR SCORECARD OF THE RATED COMPANY BY THE REQUESTING COMPANY(IES), ANY DECISIONS TAKEN BY REQUESTING COMPANY(IES) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THE DATA OR ASSESSMENT RESULTS OR SCORECARD OF THE RATED COMPANY, RATED COMPANY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, REGARDLESS OF THE FORM OF ACTION UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR:
12.1.1. LOSS OF PRODUCTION, BUSINESS, REVENUE, PROFITS, DATA, OR VALUE;
12.1.2. CONSEQUENTIAL, INCIDENTAL, INDIRECT, DAMAGES, EVEN IF FORESEEABLE.
IN NO EVENT WILL ECOVADIS BE LIABLE FOR THE PROCUREMENT OF ANY SERVICE TO REPLACE THE SERVICES AND/OR SOLUTION. THE SOLUTION AND THE SERVICES SHALL BE REGARDED ONLY AS A DECISION-MAKING TOOL AND ECOVADIS CANNOT BE AND IS NOT LIABLE FOR ANY DECISION TAKEN BY THE RATED COMPANY ON SUCH BASIS.
12.2. EXCEPT FOR ECOVADIS’ GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, ECOVADIS’ MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT TO RATED COMPANY, ITS AFFILIATES, OR ANY THIRD PARTY SHALL BE STRICTLY LIMITED TO THE AMOUNT OF THE FEES PAID BY THE RATED COMPANY, OR A REQUESTING COMPANY IN ACCORDANCE WITH SECTION 9.1 (AS THE CASE MAY BE), FOR THE SERVICES UNDER THIS AGREEMENT IN THE PRECEDING TWELVE (12) MONTHS FROM THE EVENT GIVING RISE TO THE LIABILITY CLAIM IF RATED COMPANY IS SUBSCRIBED TO AN ANNUAL SUBSCRIPTION, OR IN THE PRECEDING THIRTY-SIX (36) MONTHS IF THE RATED COMPANY IS SUBSCRIBED TO A THREE-YEAR SUBSCRIPTION.
IF RATED COMPANY’S SUBSCRIPTION FEE IS PAID VIA AN ASSESSMENT TOKEN, THE AGGREGATE LIABILITY OF ECOVADIS, REGARDLESS OF THE LEGAL GROUND, SHALL BE STRICTLY LIMITED TO THE VALUE OF THE ASSESSMENT TOKEN USED FOR THE SERVICES UNDER THIS AGREEMENT IN THE PRECEDING TWELVE (12) MONTHS.
13. Personal Data
13.1. While operating the Solution and providing the Service, EcoVadis, as a data controller, processes personal data according to the EU General Data Protection Regulation 2016/679 (hereafter “GDPR”), taking appropriate measures to protect this data from unauthorized access and other risks, in accordance with in EcoVadis’ Statement of Data Privacy.
13.2. The Statement of Data Privacy is regularly updated to comply with applicable laws. Updates are shared on EcoVadis’ website, and subscribers to the EcoVadis Trust Center will be notified of changes.
13.3. If updates to the Statement of Data Privacy increase the obligations of the Rated Company significantly, the Rated Company may terminate its subscription within three months of the update. Continued use of the Service means the company agrees to be bound by such changes.
14. Term – Termination
14.1. The Agreement enters into force and becomes effective on the date the Rated Company accepts the Rated Company Terms and Conditions on the EcoVadis platform as validated by online confirmation on the EcoVadis platform.
14.2. Depending on the chosen Subscription Level and term length, the initial term for access to the Solution is either 12 or 36 months, starting from the submission date of Rated Company’s initial assessment questionnaire on the EcoVadis platform or after expiration of the Free Questionnaire Period (as defined in Appendix 3), whichever occurs first. This Agreement will automatically renew for periods of either twelve (12) or thirty-six (36) months, based on the previously selected Subscription Level and term, unless Rated Company selects a different Subscription Level and/or term length before the start of the subsequent renewal term or either Party terminates the Agreement in accordance with Sections 14.3 or 14.4.
14.3. The Rated Company may terminate this Agreement at any time by notifying EcoVadis of its intention to cancel its subscription (i) on the Subscription & Billing page on the Solution by clicking “Cancel subscription” and following the prompts or (ii) by following the steps indicated on the online EcoVadis Help Center. Rated Company’s decision will be recorded immediately and will be effective at the end of Rated Company’s current subscription period. Data provided in electronic format will be kept in accordance with EcoVadis’ retention policies stated in the trust center (https://ecovadis.com/trust-center/). For the avoidance of doubt, if Rated Company terminates under this Section 14.3, EcoVadis is not obligated to refund any prepaid fees.
14.4. EcoVadis may terminate automatically or elect not to renew this Agreement, without formal notice, if the Rated Company is in material breach of any terms of this Agreement, including but not limited to Sections 3, 4, 6, 7, 9, 10, 11, 13 and 15.1. Termination takes effect five days after EcoVadis sends the notification of termination email to the Administrator.
14.5. EcoVadis may terminate this Agreement anytime for any reason by sending a notice of termination to the Rated Company’s Administrator. Termination takes effect five days after such termination email is sent to the Administrator. In such a situation, the Rated Company shall be entitled to receive a refund for the prepaid subscription fees on a pro-rata basis in respect of any Services not received after the date of termination.
14.6. Any provision of this Agreement which contemplates performance or observance after termination of this Agreement shall survive termination of this Agreement and continue in full force and effect, provided that if a provision has an express time period that such provision is to be in effect, then such provisions shall survive only for the applicable time periods.
15. Other provisions
15.1. Non-poaching clause. EcoVadis values its employees as essential assets. Therefore, the Rated Company agrees not to hire or solicit any EcoVadis employees involved in their assessment, including analysts or management board members, during this Agreement and for one year after its termination. This also applies to former employees for three months after their employment ends. However, this does not apply to general job advertisements not specifically targeted at EcoVadis employees.
15.2. Assignment and transfer. The Rated Company shall not assign or transfer the Agreement to any third party without the prior written consent of EcoVadis. EcoVadis may assign this Agreement to any Affiliates, or to any other third party.
15.3. Service Maintenance. Certain maintenance activities for the EcoVadis Solution, like bug fixes, software updates and adding new features are necessary from time to time. Usually, these updates won’t interrupt the Service. If maintenance activities are not expected to materially affect the Rated Company’s use of the Solution, EcoVadis does not have the obligation to notify the Rated Company of such maintenance activities.
15.4. Modification. EcoVadis may modify the terms of this Agreement at any time. The Rated Company will be notified of changes through the ecovadis.com website or other appropriate means. The Rated Company may terminate the Agreement per Section 14.3 if it does not agree with the changes.
15.5. Application of the Agreement. The Parties agree that this Agreement outlines all their rights and obligations related to its subject matter, replacing all prior agreements, negotiations, and discussions. Any additional, differing, or inconsistent terms in any purchase order or other documents from the Rated Company are not binding on EcoVadis and are ineffective.
15.6. Excused Performance. EcoVadis will not be liable or deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire, flood, accidents, earthquake(s), strikes or labor shortages, transportation facilities shortages or failures of equipment, or failures of the Internet.
15.7. Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.
15.8. Severability. If any provision of this Agreement is declared invalid or unenforceable, the provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remainder of the Agreement will continue to be valid and enforceable.
15.9. No Third-Party Beneficiaries. No person other than the Parties, their successors, and permitted assigns has rights under this Agreement. If the Rated Company’s authorized users include its Affiliates, any act or omission by an Affiliate is considered an act or omission of the Rated Company, making the Rated Company fully liable. Any claims against EcoVadis must be made by the Rated Company on behalf of itself and its Affiliates in one consolidated action. Affiliates’ rights under this Agreement are subject to the same terms and conditions as if such Affiliate had executed this Agreement.
15.10. Independent Contractors. The relationship between the Parties is that of independent contractors. The Agreement does not create any agency, partnership, joint venture or other forms of joint enterprise, employment or fiduciary relationship between the Parties. Neither Party shall have the authority to contract for or bind the other party in any manner whatsoever.
16. Final provisions
16.1. Applicable law and jurisdiction clause. This Agreement is governed by the laws of France, without regard to its conflicts of law principles. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. ANY DISPUTES THAT CAN’T BE RESOLVED AMICABLY WILL BE HANDLED EXCLUSIVELY BY THE COMMERCIAL COURT OF PARIS (FRANCE) . BOTH PARTIES AGREE TO THE JURISDICTION AND VENUE OF THIS COURT.
16.2. Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” If and to the extent there is any conflict or ambiguity between the terms set forth in these Rated Company Terms and Conditions, the Subscription Level descriptions, usage rights contained on the Scorecard and any applicable Appendix, unless otherwise specifically agreed to in a writing signed by an authorized representative of each of the Parties, such conflict or ambiguity will be resolved by giving precedence:
16.2.1. first, to the Rated Company Terms and Conditions;
16.2.2. second, to the Subscription Level description;
16.2.3. third, usage rights contained on the Scorecard; and
16.2.4. fourth, to any Appendix.
16.3. If applicable, the following appendices constitute an integral part of this Agreement and are accepted when Rated Company accepts the Rated Company Terms and Conditions on the EcoVadis platform:
16.3.1. Appendix 1 – Rate my Trading Partners
16.3.2. Appendix 2 – EcoVadis Academy
16.3.3. Appendix 3 – Free Questionnaire Period
16.4. Entire Agreement. This Agreement, the Subscription Level, above applicable appendices and usage rights contained in Rated Company’s Scorecard represents the entire understanding between the Parties concerning its subject matter and supersedes any previous written or oral communication or agreements between the Parties that may exist, as well as any conflicting terms, including, without limitation, in any Rated Company purchase order, any confidentiality agreement between EcoVadis and Rated Company, or similar document. For clarity, the Parties acknowledge and agree that if Rated Company or any of its Affiliates enters into a contract with EcoVadis to be a “Requesting Company,” the terms and conditions of that contract (the “Enterprise Contract”) and this Agreement shall be deemed to be completely distinct, and the respective rights and obligations of the Parties under any Enterprise Contract shall not affect the Parties’ respective rights and obligations under this Agreement in any manner, and vice versa.
APPENDIX 1
Rate my Trading Partners
1. Purpose
The purpose of this APPENDIX 1 is to define the terms and conditions under which the Rated Company will use the Solution after the activation of the Rate my Trading Partners feature by EcoVadis. EcoVadis reserves the right of deactivation of the feature at any time in case the feature is provided as a complementary add-on to your subscription.
2. Obligations of the Parties
2.1. Rate my Trading Partners feature allows the Rated Company to access the EcoVadis Directory Research database and to request for the assessment or sharing of Scorecards.
2.2. The Rated Company can ask EcoVadis to invite a Trading Partner which is not yet rated to subscribe to the Solution. In that respect, the Rated Company agrees to provide EcoVadis with such information as is reasonably necessary to undertake the sustainability service. In order to ensure the successful execution of Appendix 1, the Rated Company shall:
- Provide EcoVadis with a name and contact person of the company to be on-boarded by completing the information in EcoVadis Directory Research database.
- Develop an appropriate communication plan to inform Trading Partners of the initiative.
- Support Trading Partners’ participation when requested by EcoVadis through execution of this Appendix 1.
2.3. EcoVadis will make available to the Trading Partners an online platform, and will contact them electronically to invite them to register on the Solution, and validate the Rated Company Terms and Conditions governing the Trading Partner’s access to the Solution.
3. Intellectual Property
3.1. In terms of using Rate my Trading Partners feature, EcoVadis is and shall remain the sole owner of all intellectual property rights to the software, methodologies and know-how forming the EcoVadis Solution, as well as any and all related documentation regardless of the media.
3.2. EcoVadis hereby grants the Rated Company a non-exclusive, non-transferable right to activate and access Rate my Trading Partners feature and a perpetual, non-exclusive and non-transferable right to use the Scorecards of the Trading Partners, which could have been extracted from the Solution. EcoVadis grants the Rated Company the right to make use of the Rate my Trading Partners feature and the related Scorecards and to extract data for the purposes of the Rated Company’s internal business needs. In any case, the Rated Company shall not be authorized in any way to make use of the database of the Trading Partner Scorecard or to extract any data generated by the Solution for any commercial purposes, such as reselling information to third parties.
4. Indemnification
The Rated Company using Rate my Trading Partners feature agrees to indemnify and hold EcoVadis, its Affiliates, officers, directors, employees, harmless, from any claim or demand made by any Rated Company, including costs, liabilities and legal fees, arising out of (i) its access to or use of the Rate my Trading Partners feature, and not arising directly from any gross fault or willful misconduct of EcoVadis (ii) its breach of this Appendix 1, especially by the disclosure of the Scorecards, (iii) or, the infringement by the Rated Company or any third party using the Rated Company’s account, of any intellectual property or other right of any person or entity.
5. Confidentiality
5.1. The Rated Company undertakes not to disclose any confidential Information received from the other Party in the course of using the Rate my Trading Partners feature.
5.2. It is agreed that confidential information made available by either Party to the other Party in connection with using the Rate my Trading Partner feature shall be kept confidential by the receiving Party, shall be treated by the latter in the same way as it treats equivalent confidential information generated by itself, shall not be used by the receiving Party otherwise than in connection with the implementation of the Rate my Trading Partners feature and shall be divulged to such of the receiving Party’s personnel only on a need to know basis and when said personnel has undertaken to keep confidential information secret.
5.3. The commitments shall continue during the continuation of using Rate my Trading Partners feature and for a period of five (5) years thereafter. It being understood that these commitments shall cease if the information (i) is or becomes generally known or available to the public through no act or omission of the receiving Party; or (ii) was available lawfully to the receiving Party prior to disclosure or has thereafter been furnished to the receiving party always without restrictions as to disclosure or use; or (iii) was subsequent to disclosure independently developed by the receiving Party without use of any confidential information received from the other Party, as established by written records.
APPENDIX 2
EcoVadis Academy
1. Purpose
The purpose of this APPENDIX 2 is to define the terms and conditions under which the Rated Company will use the EcoVadis Academy.
2. Definitions
“Content”: Includes, but is not limited to text, user comments, messages, information, data, graphics, news articles, photographs, videos, sounds, images, illustrations, and software.
“Course completion award”: Document issued to an End User confirming its participation in a chosen training course and passing the quiz, where applicable. The name of the End User can be indicated on a Course completion award.
“EcoVadis Academy”: During the Term, EcoVadis will provide the Rated Company with remote access to the EcoVadis Academy (hereinafter EcoVadis Academy). During the Term, and subject to the Rated Company’s compliance with the Agreement and especially this Appendix 2, EcoVadis grants to the Rated Company the non-exclusive, non-transferable, non-assignable and limited right to remotely access and use the EcoVadis Academy that can be located on third party’s servers.
“End User”: Natural person from Rated Company’s organization. The Rated Company shall be held liable for any actions and omissions of its End Users and shall ensure their compliance with the terms of this Agreement and especially this Appendix 2.
“Learning Services”: Include, but are not limited to, any service and/or content EcoVadis makes available to or performs for the Rated Company and End User, as well as the offering of any materials displayed, transmitted or performed on the EcoVadis Academy or through the Services; including training courses and associated services provided by EcoVadis based on this Appendix 2. Learning Services are delivered via the EcoVadis Academy.
3. Use of the EcoVadis Academy
3.1. Use of the EcoVadis Academy. The Rated Company shall not, and shall not permit others, in using the EcoVadis Academy to: (i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others, or interfere with another party’s use of the EcoVadis Academy; (ii) publish, ship, distribute or disseminate any harmful, infringing, fraudulent, tortious, or unlawful material or information (including any unsolicited commercial communications); (iii) misrepresent, or in any other way falsely identify, the Rated Company’s identity or affiliation, including through impersonation or altering any technical information in communications using the EcoVadis Academy; (iv) knowingly transmit or upload any material through the EcoVadis Academy containing viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing any third parties’, or any other person’s or entity’s, network, computer system, or other equipment; (v) interfere with or disrupt the EcoVadis Academy, networks or servers connected to the third party’s systems or violate the regulations, policies or procedures of such networks or servers which shall be provided to the Rated Company before commencement of this Appendix 2, including unlawful or unauthorized altering of the information submitted through the EcoVadis Academy; (vi) attempt to gain unauthorized access to the EcoVadis Academy, other EcoVadis customers’ computer systems or networks using the EcoVadis Academy through any means; (vii) copy, modify or create derivative works or improvements of the EcoVadis Academy; (viii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the EcoVadis Academy, in whole or in part; (ix) bypass or breach any security device or protection used by the EcoVadis Academy or access or use the EcoVadis Academy other than through the use of then valid access credentials; (x) remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other Intellectual Property Rights notices from EcoVadis Academy; or (xi) access or use EcoVadis Academy for purposes of the development, provision or use of a competing software service or product.
3.2. EcoVadis has no obligation to monitor the Rated Company’s use of the EcoVadis Academy; however, EcoVadis reserves the right, upon confirmation of material non-compliance with the terms of the Appendix 2, to monitor such use, and to review, retain and disclose any information limited to information related to such non-compliance as necessary to ensure compliance with the terms of the Appendix 2, and to satisfy or cooperate with any applicable law, regulation, legal process or governmental request.
3.3. Account Activation. The Rated Company is fully responsible for all activities performed on or through its account. The Rated Company agrees that it will, and will inform each End User that it shall, to the best of their knowledge and ability: (i) promptly, and without undue delay, inform EcoVadis of any confirmed or reasonably suspected unauthorized use of an account or any other breach of security, and (ii) endeavor to exit from the account at the end of each work session. EcoVadis undertakes no obligation to verify the Registration Data provided by the Rated Company or its End Users. However, if EcoVadis finds or reasonably suspects that the provided information is materially untrue, inaccurate, not current or incomplete, EcoVadis may, upon reasonable notice and opportunity to cure, suspend the Rated Company’s account and refuse any and all current or future use of the Learning Services (or any part of them), until such condition is remedied to EcoVadis’ reasonable satisfaction.
3.4. EcoVadis reserves the right, at any time, to unilaterally modify the terms of this Agreement, subject to the Rated company’s ability to terminate the Agreement pursuant to Article 14.2 hereof. The Rated company will be informed of any such changes by means of publication on the web site ecovadis.com or through any other adequate means.modifyht to revoke any right to access and the use of classes at any point in time in the event where EcoVadis decides or is obligated to disable access to a class due to legal or policy reasons.
3.5. Warranty Disclaimers: LEARNING SERVICES (INCLUDING ANY CONTENT) ARE PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RATED COMPANY ASSUMES TOTAL RESPONSIBILITY FOR ITS USE OF THE ONLINE COURSES AND CONTENT.
WITHOUT LIMITING THE FOREGOING, ECOVADIS DOES NOT WARRANT THAT (a) THE CONTENT WILL MEET THE RATED COMPANY’S REQUIREMENTS OR EXPECTATIONS OR ACHIEVE THE INTENDED PURPOSES, (b) THE CLASSES WILL NOT EXPERIENCE OUTAGES OR OTHERWISE BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (c) THE INFORMATION OR CONTENT OBTAINED THROUGH THE CLASSES WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, COMPLETELY SECURE OR RELIABLE, OR (d) THAT DEFECTS ON THE CONTENT WILL BE CORRECTED, AND (e) THE PARTICIPATION IN ONLINE COURSES, AND/OR FOLLOWING THEIR INSTRUCTIONS WILL MEET YOUR REQUIREMENTS NOR WILL IT ENHANCE YOUR SCORE ON A SCORECARD.
3.6. Rated Company grants EcoVadis the right to display and share through the Solution or any other Service offered by EcoVadis in regards to the Solution and Learning Service information concerning: (i) the amount of courses available to the particular Rated Company and its End User, based upon its Subscription Level (ii) number of completed courses, the completion dates and scores achieved per completed course, (iii) number of End Users who completed the courses on behalf of the Rated Company.
4. Intellectual Property
4.1. EcoVadis’ Intellectual Property
EcoVadis alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the EcoVadis Academy, the Content and the Learning Service. This Appendix 2 is not a sale and does not convey to the Rated Company and End User any rights of ownership in or related to the Learning Service, technology or the Intellectual Property Rights owned by EcoVadis. The EcoVadis’ name, logo, and the product names associated with the Service are trademarks of EcoVadis or third parties, and no right or license is granted to use them.
EcoVadis grants to the Rated Company a limited, non-exclusive, non-transferable right to access, view and attend the classes and associated content, solely for internal, non-commercial, educational purposes through the Learning Services, in accordance with these Rated Company Terms and Conditions and any conditions or restrictions associated with a particular feature of the EcoVadis Services. All other uses are expressly prohibited. The Rated Company 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 class and/or Content unless EcoVadis gives Rated Company explicit permission to do so in a written agreement signed by an EcoVadis authorized representative. This also applies to content a Rated Company can access via any of our APIs.
4.2. Course completion awards, certificates and other products
Course completion awards. EcoVadis may offer Course completion awards or certificates for completing a training course (for example, Introduction to Sustainability Course completion awards) for End Users who have satisfactorily demonstrated mastery of the course through a quiz-test or program material. Awards or certificates will be issued by EcoVadis and the decision whether an award or certificate will be given to the End User will be at the sole discretion of EcoVadis. End Users may reproduce the certificate in order to communicate the course completion with their network by: (i) downloading and saving the award as a .pdf file, and (ii) sharing the award via enabled feature in the social media.
Checklist. EcoVadis may provide a checklist that has been designed to assist End User in identifying the content and key areas of the course that would be learned.
APPENDIX 3
Free Questionnaire Period
1. Purpose
1.1. The purpose of this APPENDIX 3 is to define the terms and conditions under which the Rated Company will benefit from a Free Questionnaire Period (hereinafter, “Free Questionnaire Period”) when subscribing to the EcoVadis Service.
2. Eligibility criteria
2.1. To be eligible for this Free Questionnaire Period, a Rated Company shall not
(i) have an active subscription to the EcoVadis Service or
(ii) have been invited to complete the questionnaire at the Requesting Company’s expense.
3. Duration of the Free Questionnaire Period
3.1. The Free Questionnaire Period begins when a Rated Company receives a confirmation of its chosen Subscription Level on the Solution.
3.2. The Free Questionnaire Period lasts up to six (6) weeks and cannot be extended.
3.3. The Free Questionnaire Period automatically ends six (6) weeks from the date the Free Questionnaire Period began, when the Rated company submits the questionnaire or if revoked by EcoVadis according to clause 4.6.
4. Conditions Applicable to the Free Questionnaire Period
4.1. All Rated Company subscription plans, except for the Select subscription, are eligible for a Free Questionnaire Period.
4.2. During the Free Questionnaire Period, a Rated Company has access to the EcoVadis questionnaire based on its selected Subscription Level.
4.3. During the Free Questionnaire Period, a Rated Company can cancel its subscription via the Solution without incurring penalties or charges. Access to the EcoVadis questionnaire will continue for the length of the Free Questionnaire Period. The cancellation can be revoked anytime by the Rated Company during the Free Questionnaire Period via the Solution. In the case of cancellation and reactivation of the subscription, the Free Questionnaire Period will not be extended.
4.4. If the Rated Company submits the EcoVadis questionnaire or the Free Questionnaire Period ends, Rated Company will seamlessly transition to the paid Service. The Service will then continue according to the terms of the selected Subscription Level and associated payment conditions. In both cases, the Free Questionnaire Period, as defined in this APPENDIX 3, will automatically end.
4.5. The responses to the questionnaire and documentation uploaded to the Solution during the Free Questionnaire Period will be processed according to the Rated Company Terms and Conditions.
4.6. EcoVadis retains the right to cancel the Free Questionnaire Period at any time. In such a case, the Rated Company’s access to the questionnaire will be immediately revoked. EcoVadis will notify the Rated Company about such a change and will reactivate afterwards a new Free Questionnaire Period, if and when applicable.