TERMS AND CONDITIONS OF BUSINESS

1. Introduction

These terms and conditions should be read in conjunction with the order form setting out the contract specific details relating to the Client product offering (“Order Form”) and Naturalogic’s policies regarding client’s security and privacy (respectively the “Security Policy” and the “Privacy Policy”) copies of which are available on demand.

2. Nature of Agreement

This agreement sets out the terms and conditions which apply to the use by the Client of the name Naturalogic™ the subscription for and the use of a Naturalogic Company Briefing, our Environmental Report or our Carbon Footprint Report (“Reports”), access to and use of Naturalogic’s database of environmental and financial data (“Data”) and all related products, services, data and facilities (including without limitation any software) available from time to time (whether on-line or otherwise) including (without limitation) those specified in the Order Form and the provision of bespoke deliverables being created by Naturalogic for the Client (“Client Deliverables”).

3. Terms

3.1 These terms and conditions together with any terms and conditions set out in the Order Form shall form part of the agreement constituted by our acceptance of your order. The Order Form sets out the nature and extent of any licence to use Naturalogic Material (as defined in clause 5.2).

3.2 We permit you to use the Naturalogic trademarks used in the reports on a non-exclusive, non-transferable basis, strictly limited to the purposes contemplated by and on the terms and conditions set out in this agreement.

3.3 In relation to the Reports (forming part of the Naturalogic Material) you may access and use such Reports available on or accessible via our website from time to time for your private personal or internal business purposes and for external use, subject to compliance with the terms hereof.

4. Disclaimer

Naturalogic does not warrant the accuracy and/or completeness of the Data contained on their respective websites.   Neither the Data nor the Reports constitutes any form of advice or recommendation by us to you and is not intended to be relied upon by you in making (or refraining from making) any specific investment or other decisions, and you should take your own advice and/or independently verify such information before relying on it. The Data is provided “as is” and Naturalogic accepts no liability and offers no warranties in relation to it and expressly excludes all representations, warranties and conditions and other terms otherwise implied (including, without limitation, any implied warranties of merchantability or fitness for a particular purpose) in relation to the Data to the extent that such can be excluded by law.

5. Intellectual Property Rights

5.1 Client Deliverables

Where Naturalogic generate bespoke reports (including without limitation Reports), data, products, software or other materials for the Client as part of the services to be provided under this agreement (“Client Deliverables”) then such Client Deliverables and any intellectual property rights subsisting therein shall be the exclusive property of the Client and we hereby assign (by way of a present assignment of future rights) all such intellectual property rights to the Client. Notwithstanding the foregoing Client Deliverables shall not include: (1) any Naturalogic trademarks or other rights in the name Naturalogic; or (2) any intellectual property rights that are created in the performance of generating the Client Deliverables but which relate generally to the business of Naturalogic and not exclusively to the Client Deliverables and/or the Client.

To avoid any doubt the restrictions on use of the Reports and Data in clause 5.2 shall not apply to Reports and Data that constitute Client Deliverables provided always that the restrictions on use in clause 5.2 shall apply to the use of any Naturalogic Material incorporated within Client Deliverables, where such use is independent of the use of the Client Deliverables (or part thereof) themselves.

5.2 Naturalogic Material

With the exception of Client Deliverables, the Reports and Data (and all designs, text and graphics and the selection or arrangement thereof) and all software and databases provided by Naturalogic (together “Naturalogic Material”) are owned by and confidential to Naturalogic or their licensors and protected by copyright, database rights and/or other intellectual property rights throughout the world.

All copyright, database rights and other intellectual property rights in the Reports, Data and other Naturalogic Material are and shall remain vested in Naturalogic or their licensors and except as expressly provided or granted to you by Naturalogic pursuant to this agreement or otherwise, you will not acquire any right, title or interest in or to the Reports, Data and Naturalogic Material and no such rights are or shall be implied.

Where any of the Reports, Data or other Naturalogic Material contains or has affixed to it Naturalogic’s trademarks, trade names, notices or other proprietary marks, you may not alter, obscure, remove, interfere with or add to any of the said trademarks, trade names, notices or proprietary markings.

Where the Naturalogic Material comprises software, you may not, save to the extent expressly permitted by Section 50B of the Copyright, Designs and Patents Act 1988, decompile, disassemble or reverse engineer any object code of such software.

6. Use of Data and services

Insofar as Client is provided with access to Data which is Naturalogic Material and which does not constitute Client Deliverables, the following limitations on access shall apply:

Naturalogic grants a licence for Client to provide access to such Data to Client’s end users in accordance with the licence level specified in the Order Form.

An end user may use, copy, process, compile, store or download, in hard-copy or electronically a reasonable amount of Data for his or her own use for the benefit of the Client. In addition, you may use the said Reports and Data for other purposes, subject to first obtaining Naturalogic’s prior written consent or where other uses are expressly permitted in the Order Form and any other subscription agreement between Naturalogic and the Client.

Except as expressly provided under this agreement, you may not reproduce, modify, transmit, display, license, create derivative works from, or sell, transfer, distribute or otherwise commercialise the Data or the Reports or other Naturalogic Material without Naturalogic’s prior written consent.

Where permitted to do so by the licence level, an end user may distribute the Data in accordance with the scope of the licence level. An end user may distribute an insubstantial amount of data provided that they have first received written permission from Naturalogic.

Where you are permitted under the terms of this agreement to use the Reports and Data for any purpose other than for use internally within your (or your employer’s) business, you must acknowledge on such Reports and Data that they are owned by Naturalogic and that Naturalogic reserve all intellectual and other proprietary rights therein.

Client will comply with our reasonable reporting requirements in respect of the Client’s use of the Data, which may change from time to time upon reasonable prior notice.

All use of the Reports, Data and other Naturalogic Material by persons who are not otherwise authorised to use them pursuant to this agreement, whether through unauthorised copying or otherwise, is strictly forbidden. You may be held responsible for any infringement of Naturalogic’s intellectual property rights that arise out of or are connected with your granting any unauthorised user access to the Reports, Data or Naturalogic Material.

Naturalogic may terminate this agreement in the event the Client undergoes a “Change of Control” defined as the Client entering into a change of control action (whether by merger, acquisition, reorganization, sale of all or substantially all of its assets or equity interests or otherwise) resulting in the acquisition of more than fifty percent of its voting membership interests or substantially all of its assets.  The Client shall notify Naturalogic of any Change of Control or anticipated potential Change of Control promptly upon its knowledge or awareness thereof, and shall provide Naturalogic with sufficient documentation for Naturalogic to evaluate such Change of Control for the purposes of exercising its right under this section.

7. Trademarks

You may use the Naturalogic trademarks used in the Reports in connection with and for the purposes of environmental cost calculations and in reports, presentations and other documents in which information is presented that has been adduced from your use of the Reports and, solely for these purposes, on your stationery provided that they are accompanied at all times by an acknowledgement as to their ownership and licensing hereunder in the following form (or such other form as we may direct to you in writing): “the above names, logos devices and marks are used strictly under licence and are the trademarks of Naturalogic sprl/bvba registered in Belgium no. BE 0505.796.602. You may not use any of the Naturalogic trademarks for any reason other than that specified above.

8. Term and Termination

8.1 The initial term of this agreement is one (1) year from the commencement date of this agreement and shall be automatically extended for successive renewal terms of one (1) year each unless either party notifies the other in writing of its decision not to extend the term of this agreement at least thirty (30) days prior to the expiration of the term then in effect.

8.2  Either party may terminate this Agreement at any time forthwith on notice in writing to the other in the event that the other of us shall be made the subject of bankruptcy proceedings, insolvency proceedings or a liquidator, receiver, administrative receiver or administrator is appointed over all or any of its assets or following any event analogous thereto..

9. Warranty

We will use all reasonable commercial efforts to ensure that Reports (whether Client Deliverables or otherwise) are accurate in all material respects.  We warrant that we have full authority, right title and power to enter into this agreement; we further warrant that we own and/or hold licences for all rights in the Reports.  We also hereby exclude all other warranties, express implied and all other terms, conditions, warranties, representations or endorsements whatsoever with regard to any of the Reports.

10. Information you Provide

You authorize us to use, store or otherwise process any information which relates to and identifies you or your business, including but not limited to any personal or business names and addresses, to the extent reasonably necessary to provide you with the Reports.  You also authorize us to use, store or otherwise process any data which you enter relating to the Reports, in the providing of other services by Naturalogic and otherwise as we, acting reasonably, believes to be lawful and in the interests of Naturalogic and our clients (subject always to our Privacy Policy and our Security Policy).  Naturalogic will keep confidential all information supplied by you to us in connection with the Reports save as to the extent that such information is already or comes into the public domain or as we may be required to disclose by law.  We may use your name as directed by you in relation to any publicity, press releases or publicly distributed materials (incl. but not limited to on by means of our website) for the sole purpose of identifying you as a client of Naturalogic.

We may use your name as directed by you in relation to any publicity, press releases or publicly distributed materials (incl. but not limited to on by means of our website) for the sole purpose of identifying you as a client of Naturalogic unless you notify us in writing that you do not wish us to do so.

11. Liability

11.1 Neither party to this agreement shall have any liability for any indirect, incidental, consequential, special or exemplary loss or damage, costs, claims or expenses, or for any loss of data, profit, revenue or business.   We are not liable for any failure in, interruption to or degradation of any of the Reports or other Client Deliverables caused (whether directly or indirectly) by the Client’s hardware, software, interface or communications network where such failure, interruption or degradation is beyond our control or not reasonably foreseeable.  If we are liable to you for any reason our liability will be strictly limited to the amount paid by you for the Reports or other services to be provided under this agreement  in the previous 12 months.  You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to access and use the Reports and (where permitted) download the Reports.  You are responsible for implementing sufficient procedures and virus checks.

11.2 Limitations and exclusions in this clause do not apply where death or personal injury is caused by us to you or any of your servants or agents as a result of our negligence.   They also do not apply in circumstances where we or any of our employees, agents or sub-contractors have acted negligently, fraudulently or in wilful default of our obligations under this agreement.

11.3 You indemnify us in respect of any and all loss, claims, damages and expenses which may be made against us or which we may incur arising from any breach by you of any of your obligations under this agreement and all legal expenses reasonably incurred by us in connection therewith.

12. General

12.1 Neither party shall be held liable to the other for any failure to perform any obligation due to causes beyond either of our reasonable control materially affecting the party in breach (such causes to include but without limitation flood, fire, adverse weather conditions, war or threat of war, commotion, industrial action, terrorist activity, lock-out, labour disputes, delays and disruptions to the internet or on-line/website access.

12.2 This agreement is made between Naturalogic and the Client.  No other persons have any rights whatsoever under this agreement.

13. Notices

You should send all notices to us by post to Naturalogic, 60A rue des Tanneurs, 1000 Brussels, Belgium.  We will send notices to you to the postal address set out on the Order Form unless you notify us in writing in advance of any change of details.  All notices given under this agreement must be in English.  Normal rules of service will apply.

14. Jurisdiction and Law

This agreement is governed by Belgian law and in the event of any dispute which cannot be resolved amicably between the parties you hereby submit to the non-exclusive jurisdiction of the Belgian Courts without reference to conflict of law principles.

 

Naturalogic sprl/bvba

Registered Office:   60A rue des Tanneurs, 1000 Brussels

CRN:  BE0505.796.602

SECURITY POLICY

Notice

Changes to this security policy will be reflected in updated versions which will be accessible from our website.

Security Policy

We consider the protection of your privacy to be of the utmost importance and we aim to provide you with a service that meets your requirements whilst safeguarding both your privacy and the information you supply to us. This security policy explains how we do this. If you have any queries about this policy or become aware of a breach of security please contact eric@naturalogic.org.

Physical Security

Our website is located in a secure environment, where qualified security personnel monitor the system 24 hours a day, 7 days a week. Physical access to our servers is restricted to authorised personnel and requires multiple levels of authentication.

Data Storage and Access

We provide multi-layered, secure access methods, including unique security tokens such as usernames and passwords. Information, which you supply to us through our secure web servers, is held on separate machines that are protected by firewalls and are only accessible by authorised users. We only allow access to our web services through secure connections and networks designed to prevent unauthorised access.

Cookies

A Cookie is a piece of information sent to your browser when you access the website. The Cookie is only valid for the period of time that you access the website. Should you close your browser the Cookie will become invalid and the next time you access the website a new Cookie will be set. The Cookie is not used for any purpose other than maintaining your website session. It does not contain any information that can identify a website user except for the period of that session. It is possible to set your browser so that Cookies will not be accepted. However, this will restrict access to certain areas of the website.

Usage

We have no direct control over the availability of bandwidth which varies according to fluctuations in Internet traffic levels. We accept no responsibility for delays caused by unavailability of bandwidth, access problems or other Internet related problems nor for any other matters relating to usage that are beyond our reasonable control.

Third Parties

Our website may contain hypertext links or pointers to information created and maintained by other public and private organisations (including other websites). These links and pointers are provided for your convenience. We do not control or guarantee the security, accuracy, timeliness, or completeness of any information provided by other third parties.

Back up/Disaster Recovery

We have back up and disaster recovery procedures that will enable us to recover our business activities within 1 working day. Back up information is maintained within a secure environment.

PRIVACY POLICY

We may ask you to provide us with or enter on-line certain details relating to you and/or your business (such as your personal or business name, your job title, department, e-mail address, your mobile or work telephone number, fax number or postal address) before we agree to supply you with or allow you to access or use certain parts of our website, the Naturalogic Services (as defined in our website terms and conditions) or in the case of our software (where permitted) to download.

When placing an order for any of the Naturalogic Services you may additionally be asked for details relating to payment, such as credit, visa or debit card numbers and other details for verification purposes.

Although parts of our website and details of our products, services and facilities available from time to time may be accessible without the need for you to supply us with such details or other information and verification by us, those parts which are subject to such conditions will not (as the case may be) be accessible, useable, printable or (where permitted) downloadable until such details and information are provided and verified.

We may additionally obtain, following access by you to our website or to any of the Naturalogic Services, certain information concerning your computer, network and/or server to enable us to maintain a connection with you and to provide you with continued access to and use of the Naturalogic Services, to enable you to enter information on-line or to conduct a dialogue with us over the Internet when participating in or making use of any of our on-line products, facilities or services or otherwise to enable us to perform any contractual or other lawful obligation we may have to you.

We may use ‘cookies’ for these purposes and to track or customise your visit and generally to enable us to collect user information. We will only read cookies from your cookie file accessible to us through your web browsers’ interaction with our website. We will not without your permission use such information for any purpose not connected with your access to and/or use of the Trucost Services, the downloading (where permitted) by you of any of our software available from time to time, the promotion or provision of any of the Naturalogic Services or the performance of our contractual or other obligations to you. This may mean that we (where necessary) will disclose some or all of this information to our group companies and suppliers from time to time.

Information, promotions and updates relating to Naturalogic Online and other Naturalogic Services may be sent by us to you from time to time using the details and information which you provide to us. You agree that we may use such details and information for this purpose and in connection with any of the Naturalogic Services to which you subscribe, pay for or register with us to receive.

We may pass on your details and/or information within our ‘Group’ (which phrase shall mean Naturalogic and its associated companies being any of its ‘holding’ or ‘subsidiary’ companies).

We will not (subject to the terms of this Privacy Policy) pass on your details and/or information to any other person, firm or company not connected with us or not necessary to perform our obligations to you other than our professional advisors from time to time and as we may be required by any relevant law, rule or regulation.

You should note that any information which you post in any chat room, bulletin board or other public forum on, connected to or accessible via our website will be generally available to and accessible by any person, firm or company visiting them.

We may require you to provide us with certain information relating to your suppliers and third party contractors in connection with the provision to you of the Naturalogic Services. In such circumstances we rely on you to obtain all relevant permissions and consents to enable us to lawfully use such data.

We will not without your prior consent use any of your personal data provided to us or entered onto our website by you save in accordance with the purposes for which the data is submitted, the terms of this Privacy Policy, the terms of any agreement made from time to time with you or to perform any contractual or other obligations which we may have to you. We may need to pass some of your personal data to other individuals within your organisation or to the suppliers you notify us of strictly in connection with Membership, the provision to you of the Naturalogic Services.

Your personal data held by us will not be transmitted at any time to any person, firm or company not being based in an EEA country or in a country or territory otherwise approved by the relevant regulatory authorities or one being a signatory to (in the case of the United States of America) The Safe Harbour Principles or (in the case of any country or territory) any other relevant obligatory or voluntary code relevant and existing from time to time and recognised by the relevant regulatory authorities, unless we are satisfied as to the precautions taken by the intended recipient for the protection of such information.

Notwithstanding the above, you agree that we may at any time pass or transfer any of your personal data to persons outside of the EEA who are connected with us (including without limitation within our Group) and transfer at any time any of your personal data as may be necessary to persons outside of the EEA not connected with us in connection with the proper performance of our obligations to you and to enable us to file and store such data without the need for us to take such precautionary steps.

We will not disclose or transfer to any person, firm or company any of your personal data which is considered “sensitive” without obtaining your prior permission.

Any query relating to data protection issues or personal data held by us relating to you should be directed to our data controller at eric@naturalogic.org

Further details can be found on our Contact Us page.