1. Definitions
“Administrator” means an individual appointed by the Rated company to manage its account created on the Solution.
“Affiliate” means any corporation or other legal entity that controls, is controlled by, or is under common control with a Party.
“Assessment Token” means an assessment credit constituting a part of the base subscription.
“Business Partners” means 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.
“Control” means, for purposes of the definitions of “Affiliate” (a) with respect to a corporation, the control or ownership (directly or indirectly) of fifty percent (50%) or more of the shares or securities of such corporation representing the right to vote for the election of directors, and (b) with respect to any other legal entity, fifty percent (50%) or more ownership interest or control representing the right to make decisions for such entity. An Affiliate qualifies as such only for so long as such control exists.
“Directory” means the 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” means EcoVadis Simplified Joint – Stock Company, registered at the Paris Registry of Trade & Companies under the number 497 842 914.
“Export Controls” means any laws, regulations, and restrictive measures (in each case having the force of law) related to the import, export or re-export of goods, technology and services administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of Commerce’s Bureau of Industry and Security and Department of State’s Directorate of Defense Trade Controls), (ii) the European Union and its member states, (iii) the United Kingdom, or (iv) other jurisdictions with regulatory authority over EcoVadis, the Rated company(ies) or their respective Affiliates.
“Financial Institution” means any bank, fund, financier, lender or any other financial institution.
“Party” means EcoVadis or the Rated company.
“Rated company(ies)” means any professional business entity entering into a contract with EcoVadis by accepting the present General Terms & 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” means a 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 to these General Terms & Conditions.
“Requesting company(ies)” means any company subscribing to the Solution enabling it to access information regarding the sustainability performance of a Rated company.
“Sanctioned Person” means a legal or natural person that is (i) the subject of Sanctions, (ii) resident in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions currently or within the past five years (including Cuba, Iran, North Korea, Syria, the Crimea region or the so-called Donetsk People’s Republic (DNR) / Luhansk People’s Republic (LNR), (but the list of countries or territories can change over time depending on changes in law), or (iii) owned or otherwise controlled by any of the foregoing.
“Sanctions” means any trade, economic and financial sanctions and embargo laws, regulations, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of the Treasury’s Office of Foreign Assets Control and Department of State), (ii) the European Union and its member states, (iii) the United Nations, (iv) the United Kingdom, or (v) other jurisdictions with regulatory authority over EcoVadis, the Rated company(ies) or their respective Affiliates.
“Scorecard” means a summary of the Rated company’s sustainability assessment results. The Scorecard can include (i) quantitative ratings; (ii) qualitative information on the Rated company’s practices; (iii) benchmarking of all Rated companies’ performance (iv) 360° stakeholders’ information watch and (v) carbon maturity scorecard.
“Service” means the Rated company’s Sustainability performance assessment and monitoring service, and its associated support as well other services offered by EcoVadis to customers.
“SF Rated company” or “Sustainable Finance Rated company” means a Rated company which is asked to share its Scorecard with a Financial Institution outside of the Solution in order to structure a financial product 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” means the EcoVadis online platform enabling the management of information and documents related to sustainability. The platform is accessible at www.ecovadis.com.
2. Purpose
2.1. EcoVadis operates a service aimed at monitoring the sustainability performance of Rated companies, which includes the Service and the Solution. Access to the Service by a Rated company and use of the Solution are strictly subject to these General Terms & Conditions (hereinafter collectively referred to as the “Agreement”).
2.2. Ecovadis’ Services are for professional use and professional user only. Individual persons not acting for a professional purpose and/or consumers are expressly excluded from the Services.
3. Confidentiality
3.1. Except as otherwise expressly authorized by the other Party, EcoVadis and the Rated company shall only use the information and documents, of any nature whatsoever concerning the other Party, to which they might have access during or in connection with the use of the Solution, for the purpose of the Service. The content of assessment questionnaires and information related to the EcoVadis assessment methodology are considered as EcoVadis confidential information. Answers to questionnaires will be deemed as Rated company’s confidential information.
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, including for the purpose of the assessment (the “Data”), and to use such Data to deliver 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 license rights.
3.3. Article 3.1 shall not apply to information in the public domain or to information known by the other Party prior to the performance of the Service. 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.
3.4 Notwithstanding Article 3.1 above, the Rated company’s Scorecard will be shared automatically via the Solution with the Requesting company (or group of Requesting companies in the case of sector initiative or individual companies within a group of the Requesting company) after seven (7) calendar days from the date of the request to share the Scorecard, unless the Rated company objects to the sharing within the above mentioned deadline of seven (7) calendar days by selecting an option to reject the request, available on the Solution. The foregoing rules only apply to valid Scorecards.
The sharing request will be sent by email to the designated Assessment Administrator(s) and it is the responsibility of the Rated company to ensure that the provided email address(es) are correct and updated when required.
The above rules only apply to the recurrent sharing of a valid Scorecard. The initial Scorecard is simultaneously released for the Rated and the initial Requesting company (or group of Requesting companies in the case of sector initiative or individual companies within a group of Requesting companies).
Additionally, the Rated company will have the possibility to manage via the Solution the sharing options with regards to its Scorecard and other data/documents in order to allow to use the Scorecard and other data/documents by certain Requesting companies (or group of Requesting companies in the case of sector initiatives or individual companies within a group of the Requesting company) subscribing to the Services via the Solution or via the Requesting companies’ internal IT systems using third-party software integrating with or otherwise connecting to the Solution.
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.
4. Responsibility of EcoVadis
4.1. The Service shall be accessible by the Rated company at any time, 24 hours a day, 7 days a week, except during maintenance periods. EcoVadis shall not be responsible for any network-related failures, interruptions, outages, delays, system unavailabilities and other connectivity problems affecting the Solution or the Service. In the event that EcoVadis becomes aware of a data breach incident likely to severely compromise the security of the Solution or of the Service, or of the Rated companies’ Data, EcoVadis may, without notice, suspend momentarily the access to the Solution and to the Service in order to remedy the security breach in a timely manner. In such an event, EcoVadis shall not incur any liability to the Rated company and Rated companies shall not seek any compensation whatsoever from EcoVadis.
4.2. EcoVadis does not warrant any results from the use of the Service and shall only be held to an obligation to use best endeavors (“obligation de moyens“). EcoVadis does not warrant that the functionalities of the Solution or of the Service will meet the Rated companies’ requirements. 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.
The Parties hereby acknowledge that no software is error-free and that not all software errors can be corrected in a cost-effective manner or even that they need to be corrected.
4.3. The Rated company shall receive its score/medal based on the disclosed information and news resources available to EcoVadis at the time of assessment. Should any information or circumstances change materially during the period of the Scorecard / medal validity, EcoVadis reserves the right to place the business’ Scorecard / medal on hold and, if considered appropriate, to re-assess and possibly issue a revised Scorecard / medal. The EcoVadis Medal Usage Policy is available under the following link.
4.4. EcoVadis reserves the right to trigger an assessment if the Scorecard is no longer valid and a Rated Company has an unused Assessment Token. Any unused Assessment Token at the end of the contract period is forfeited and the Rated company is not entitled to any compensation, nor cash return for any and all unused Assessment Token.
5. Responsibility of the Rated company
5.1. The Rated company agrees not to (i) interfere with or attempt to interfere with the proper working of the Solution; (ii) post or send to the Solution anything that contains a virus, or any harmful files or (iii) conduct any tests that may harm or impair the proper working of the Solution.
5.2. The Rated company shall secure the access to the Solution and maintain adequate security measures to safeguard the Solution from unauthorized access, use or copying. The Rated company is solely and uniquely responsible for the confidentiality of its employee’s username and password. It shall immediately notify EcoVadis of any unauthorized use of personal login data. In the absence of any such notification, all information received by EcoVadis from someone using the login and password of the Rated company will be considered as having been sent by the Rated company . The Rated company shall immediately inform EcoVadis of any unauthorized access to the Solution.
5.3. The Rated company shall not without the prior written express consent of EcoVadis (i) translate or adapt the Solution for any purpose nor arrange or create derivative works based on the Solution, (ii) make for any purpose any alterations, modifications, additions or enhancements to the Solution (iii) decompile, reverse-engineer or disassemble the Solution or any part of it.
5.4. The rated company shall cooperate with EcoVadis and ensure that it supplies in a timely manner to EcoVadis the data, information and documentation that are appropriate for or in connection with the operation of the Service.
5.5. The Rated company shall ensure that all data communicated is accurate, faithful and complete, and agrees not to post or transmit to the Solution any unlawful, fraudulent, harassing, libelous, or obscene data.
5.6. The Rated company shall appoint an Administrator of its account created on the Solution. Contact information of this Administrator shall be visible to the Rated company’s EcoVadis network.
6. Use of Scorecard
6.1. The Rated company is only allowed to use the Scorecard in accordance with the provisions of this Agreement.
6.2. The Rated company is not allowed to modify (i) the Scorecard, (ii) the rating received from EcoVadis or (iii) any other assessment result received from EcoVadis, including but not limited to the:
- publication date of the Scorecard;
- category and/or the composition of scores;
- numerical and/or graphical representation of their ratings;
- medal achievement; or
- company name and/or company description.
6.3. Unless otherwise agreed in writing between EcoVadis and the Rated Company, the Rated company is not allowed to upload (i) its Scorecard or any part thereof, including but not limited to score value information, (ii) the rating received from EcoVadis or (iii) any other assessment result received from EcoVadis, onto any third party platform whereby the data might be shared with fourth parties or used for commercial gain or purposes. With the exception of Rated companies with Basic subscription, exporting and sharing the Scorecardoutside the EcoVadis network to respond to an RFX solicitation or 1:1 customer inquiry, or equivalent, is allowed pursuant to the subscription level.
6.4. In case of a subscription to the Basic plan, the Rated company is (i) only allowed to share the Scorecard or the medal within the Solution with Requesting companies and (ii) must not share and/or publish any other assessment results outside of the Solution.
6.5. A list of restrictions on the use of the Scorecard or any part thereof, including but not limited to score value information, by third parties to whom the Scorecard may be made available can be found on each Scorecard.
7. Compliance with Laws
In connection with the performance of this Agreement, the Parties shall comply with all applicable laws and regulations.
8. Trade Controls
8.1. The Rated company represents and warrants that (i) neither the Rated company nor any of its officers or directors is a Sanctioned Person and (ii) it will not use, export, re-export or transfer, and will not allow any party to use, export, re-export or transfer any services provided by EcoVadis or its Affiliates (including, but not limited to, the Service and the Solution) in connection with doing business with or involving, Cuba, Iran, North Korea, Syria, the Crimea region or the so-called Donetsk People’s Republic (DNR) / Luhansk People’s Republic (LNR) (but the list of countries or territories can change over time depending on changes in law).
8.2. The Rated company represents and warrants that it will not use, and will not allow any party to use, any services provided by EcoVadis or its Affiliates (including, but not limited to, the Service and the Solution) in connection with doing business with any Sanctioned Person or for any purpose that would violate, or cause EcoVadis or its Affiliates to violate, Sanctions or Export Controls.
8.3. The Rated company acknowledges and agrees that EcoVadis and its Affiliates are subject to Sanctions and Export Controls and must take measures to ensure compliance with applicable Sanctions and Export Controls. The Rated company therefore acknowledges and agrees that its access to and use of any services provided by EcoVadis or its Affiliates (including, but not limited to, the Service and the Solution) (i) is subject to the representations and warranties provided in this Article 8, (ii) may be blocked and suspended in the event of a potential match to a Sanctioned Person, and (iii) may, in the case of such a potential match, require the Rated company to provide information or documentation necessary to confirm its identity.
8.4. The representations, warranties, covenants, or obligations provided in this Article 8 are given only to the extent that they would not result in a violation of or conflict with Council Regulation (EC) No. 2271/96, as amended, any law or regulation implementing Council Regulation (EC) No. 2271/96 in any member state of the European Union, the German Foreign Trade Act or any applicable equivalent law or regulation.
9. Indemnification
9.1. Rated company Indemnity. The Rated company shall indemnify, defend and hold EcoVadis harmless from and against any losses, damages, liabilities, claims and expenses of whatever kind, incurred by EcoVadis in connection with any claim made against EcoVadis that arises out of or relates to (i) any breach of any representations, warranties, covenants, or obligations of the Rated company, (ii) the consequences of any unlawful, fraudulent, harassing, libelous, or obscene data, information or documents provided to EcoVadis.
9.2. EcoVadis Indemnity. Subject to Article 13, in the event that the Solution infringes any intellectual property rights of a third party not associated with the Rated company, EcoVadis will indemnify the Rated company against any claim of such infringement, and shall pay any monetary judgments, reasonable and related attorneys’ fees, and costs finally awarded to the third party for such infringement, or any settlement of such claim to which EcoVadis has agreed. The foregoing obligation does not apply to any claim arising out of or relating to any (a) access to or use of the Solution in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by EcoVadis; (b) modification of the Solution other than (i) by or on behalf of EcoVadis; or (ii) with EcoVadis’s written approval; (c) Rated company Indemnity under Article 9.1 above.
9.3. Indemnification Process. The foregoing indemnification obligations are subject to the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) 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 consent.
9.4. Mitigation. If any Service is, or in EcoVadis’ opinion, is likely to become the subject of any infringement-related claim, then EcoVadis will, at its expense and in its discretion: (a) procure for the Rated company the right to continue using the Service; (b) replace or modify the infringing technology or material so that the Service becomes non-infringing and remains materially functionally equivalent; or (c) terminate the Agreement and give the Rated company a refund for any pre-paid but unused fees (on a pro-rata basis).
10. Subscription and fees
10.1. Use of the Solution by the Rated company is conditioned by the payment of all applicable fees, including a non-refundable, annual or multi-year subscription fee dependent on the plan that the Rated company has selected, as detailed on fees.ecovadis.com. During the initial twelve (12) months the fee will be paid by a Requesting company in place of Rated company only if such obligation derives from the agreement between EcoVadis and Requesting Company. All payments are due upon receipt. Local taxes, including withholding tax shall be paid by the Rated company or respectively shall be charged to the Rated company and their amounts shall not be deducted from the subscription fee.
10.2. Subject to the Rated company’s right to terminate this Agreement pursuant to Article 14.2, EcoVadis reserves the right to revise its annual subscription fee schedule and/or implement a different pricing model or additional fees to be paid, at any time without incurring any liability whatsoever towards the Rated company .For the avoidance of doubt the new fee schedule will be applicable from the next subscription cycle.
10.3. A processing charge will apply for any method of payment other than credit card. Details of processing fees are indicated on support.ecovadis.com. 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. Bank-related fees (wire transfer and currency exchange fees, if any), as well as any debt collection services-related fees, shall be borne by the Rated company. Any failure by the Rated company to make any payment when due may result in late payment fees on the past due amount at an amount corresponding to three (3) times the interest rate permitted under applicable law in France.
11. Intellectual property rights and data sharing
11.1. The entirety of content on the Solution, including but not limited to all methodologies, procedures, management tools, workshops, manuals, software packages, databases, guidelines (such as “How 2 Guide”), questionnaires, designs, trademarks, ideas, inventions, expertise, know-how, commercial methods, analysis methods, assessment methodologies, assessment results, Scorecard display and setup and all other rights covered by intellectual property rights developed, created or acquired by EcoVadis prior to supplying the Service or during operation of the Solution or performance of the Servie, by any other means whatsoever, are and remain the exclusive property of EcoVadis. All data and individual entries made on the Solution by a Rated company remain the property of this Rated company.
11.2. Subject to Article 11.4, in case of a subscription to the Premium, Corporate or Select plan, the Rated company will be granted a twelve-month license to use its Scorecard and/or any of the associated communication tools from the date these assessment results were published in the Solution, under the condition that the subscription of the Rated company remains valid.
11.3. A SF Rated company may only share its Scorecard with a Financial Institution outside of the Solution if the SF Rated company has a subscription to the Select Plan at the time of sharing of the Scorecard with a Financial Institution.
11.4. The Rated company agrees to and acknowledges the sharing of its:
(a) subscription type and status with Requesting companies; and
(b) of its E-Learning progress in EcoVadis Academy (as defined in Appendix 2 below) with Requesting companies.
11.5. If required, a Rated company with a Select subscription agrees to and acknowledges the sharing of all content and information supplied in the Select organized meetings, as well as sharing the summary of results after the meetings with the Requesting company which requested the assessment.
12. Personal Data
12.1 While operating the Solution and providing the Service, EcoVadis, as a data controller, will process personal data in accordance with the EU General Data Protection Regulation 2016/679 (hereafter “GDPR”). In connection with this processing, EcoVadis will take adequate physical, administrative and technical measures to protect such data against their accidental or unlawful destruction, accidental loss, alteration, disclosure, any unauthorized access, in particular over the Internet, as well as against any form of unlawful processing, in accordance with its Statement of Data Privacy, which can be viewed by clicking on the following link: https://ecovadis.com/trust-center/data-privacy/.
12.2 EcoVadis’ Statement of Data Privacy is regularly updated notably to comply with applicable laws and regulations. Upon every update, the link to the new version of the Statement of Data Privacy is displayed on EcoVadis’ website and the Rated company is hereby invited to visit it regularly (at least once a month). Subject to the Rated company having subscribed to the EcoVadis Trust Center at https://ecovadis.com/trust-center/data-privacy/,the Rated company will be notified about changes.
12.3 Should a modification of the Statement of Data Privacy increase significantly the obligations of the Rated company, then the Rated company shall have the opportunity to terminate its subscription to the Solution on this ground for a period of three (3) months as from the display of the relevant new version of the Statement of Data Privacy on EcoVadis’ website.
13. Limitation of Liability
13.1. Notwithstanding any other provision in this Agreement, EcoVadis shall in no event be liable for any indirect loss or damage of any kind (including, without limitation, costs of cover, loss of profits, revenue, business, or loss or corruption of data) arising from or relating to this Agreement, including from (i) the use or inability to use the Solution or the Service, (ii) the use of the Data or the assessment results or Scorecard of the Rated company by the Requesting company(ies), (iii) any decisions taken by Requesting companies arising directly or indirectly from the use of the Data or assessment results or Scorecard of the Rated company; or (iv) a Rated companies’ breach of its confidentiality obligations, regardless of the form of action.
13.2. In any case, the aggregate liability of EcoVadis, regardless of the legal ground, shall be strictly limited to the amount of the fees paid by the Rated company, or a Requesting company in accordance with Article with 10.1 (as the case may be), for the Service under this Agreement in the preceding twelve (12) months in case of annual subscription, or in the preceding thirty six (36) months in case of a three-year subscription.
13.3. In case of a Corporate subscription, the aggregate liability of EcoVadis, regardless of the legal ground, shall be strictly limited to the value of the assessment credit fee paid by the parent company.
14. Term – Termination
14.1. This Agreement shall enter into force on the date the Rated company accepts the General Terms & Conditions, as validated by online confirmation on the EcoVadis platform. It will continue for an initial term of twelve (12) or thirty-six (36) months (depending on the selected subscription term), from the date the Rated company submitted its assessment questionnaire on the EcoVadis platform for the first time. The Agreement will renew by tacit renewal per period of twelve (12) months each, unless terminated by either of the Parties in accordance with Article 14.2 below.
14.2. The Rated company may terminate the Agreement at any time, for any reason, by discontinuing using the Solution and sending a written notification to EcoVadis with the effect on the date when the above notification is received by EcoVadis. Documentation provided in electronic format will be deleted upon request.
14.3. EcoVadis may terminate this Agreement without notice if the Rated company is in material breach of any of the terms of this Agreement, in particular but not limited to Articles 6, 7, 8, 10,11, 12 and 15. Termination shall take effect upon receipt of the termination notice by the Rated company five (5) calendar days after the email has been sent by EcoVadis to the email address of the Administrator appointed in accordance with Article 5.6 .
14.4. EcoVadis may terminate this Agreement at any time, for any reason, by sending a written notification (or notification in an electronic form) to the Rated company with the effect on the date when the above notification is received by the Rated company. 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.
15. Non-poaching clause
EcoVadis’ success depends on its ability to hire, train and retain a productive and efficient workforce: employees are our most valuable assets, and are instrumental in developing and implementing critical aspects of our strategic business plan, policy and professional ethics. In recognition of this fact, the Rated company agrees that for the duration of the cooperation between the Parties and for a one-year period beginning on the date of termination (regardless of the reason for the termination) (the “Restricted Period”), the Rated company will not (directly or indirectly) hire, solicit for hire, or assist others in hiring or soliciting for hire:
1) any employee of EcoVadis or any of its Affiliates who has been involved in the assessment of the Rated company, who is an EcoVadis analyst or a member of the EcoVadis Management Board; or
2) any former employee of EcoVadis or any of its Affiliates which has been involved in the assessment of the Rated company, who was an EcoVadis analyst or a member of the EcoVadis Management Board within three months from the end of the employment contract between the former employee and EcoVadis or any of its Affiliates.
This provision shall not prohibit the Rated company from hiring, soliciting for hire, or assisting others in hiring or soliciting for hire, any of EcoVadis’or any of its Affiliates’ employees who responds to a general solicitation or advertisement that is not specifically directed to EcoVadis’ or any of its affiliates employees.
16. 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.
17. Service Maintenance
The Rated company acknowledges that certain maintenance activities regarding the EcoVadis Solution may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. In most instances, the infrastructure of the EcoVadis Solution is designed to support updates by the engineering and support teams without the need to interrupt the operation of the EcoVadis Solution. Where such maintenance activities are not reasonably anticipated to materially impact the Rated company’s use of the EcoVadis Solution, EcoVadis will have no obligation to provide notice to the Rated company regarding such maintenance activities.
18. Modification
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.
19. Applicable law and jurisdiction clause
This Agreement shall be governed, construed and interpreted in accordance with the laws of France, excluding its conflict of laws rules. Any dispute arising out of or in connection with the Agreement, which cannot be settled amicably, shall be submitted to the competent court of Paris, France, which shall have exclusive jurisdiction notwithstanding the plurality of defendants.
20. Application of the Agreement
The Parties hereby agree that this Agreement sets forth the entirety of their respective rights and obligations relating to the subject matter thereof. This Agreement supersedes all prior agreements, negotiations and discussions between the Parties relating thereto. Any terms or conditions of any purchase order or other documents submitted by the Rated company in connection with the access to or use of the Solution that are in addition to, different from, or inconsistent with this Agreement are not binding on EcoVadis and are ineffective.
21. Final provisions
Appendix 1 and Appendix 2 constitute the integral part of these General Terms and Conditions and are accepted during registration on the EcoVadis Solution.
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 General Terms & 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 license to activate and access Rate my trading partners feature and a perpetual, non-exclusive and non-transferable license 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 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 party’s, 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 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’s reasonable satisfaction.
3.4. EcoVadis reserves the right to revoke any license to access and the use of classes at any point in time in the event where we decide or are obligated to disable access to a class due to legal or policy reasons.
3.5 Learning Service (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. you assume total responsibility for your use of the online courses and content.
Without limiting the foregoing, EcoVadis do 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 S corecard.
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 license 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 General Term 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 you explicit permission to do so in a written agreement signed by a 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.