“Certification Bodies” means any company which has concluded a License Agreement with CSC and is the organization that issues the responsible sourcing certificates and scores based on the CSC Certification System.
“Confidential Information” means all information of relevance to the Tool (however recorded, preserved or disclosed) hereafter disclosed by the User to CSC including, but not limited to production volumes, products composition, resource consumption (raw materials, fuels, constituents…) emissions, and any other information that may be disclosed to ensure accomplishing the purpose of preparing pre assessments, assessments and reports such as business, financial condition, operations, sales data, assets, know-how, products, trade secrets, customers and prospective customers, market strategies and other commercially sensitive information related thereto and belonging to the User, as well as any disclosed information whose nature makes it obvious that it is confidential.
“Input” means the information and data that the User uploads to the Tool.
“Party” means either CSC or User as the case may be
“Parties” means CSC and User collectively
“Tool” the CSC Assessment Tool as can be found online on the website www.concretesustainabilitycouncil.com
“User” means any company subscribing to the use of the Tool with the aim to get an assessment and a certification for a group of their products (logically the scope is the plant level, so all products produced in the plant).
2. Scope of Services
During the term of this Agreement, CSC shall provide the following:
host the Tool
grant online access to the Tool and manage access to the Tool
provide the User with a password and access code
run the Tool 24/7
maintain and support the Tool
provide new features, updates and enhancements
provide service in the event of disruptions of the Services
provide or organize support to the User in case of questions related to the Tool or definitions and calculations necessary for the production of the Reports.
3. Rights of the User
3.1 CSC grants a non-exclusive, non-transferable right to access and use the Tool and create pre assessments, assessments and reports, provided that the User complies fully with these Terms. The Tool is only for the User’s company internal use.
3.2 The User acknowledges that when using the “Quickscan” program no signing-in is necessary, but also that the score will not be saved. The results of the Quickscan are indicative.
4. Obligations of the User
4.1 The User shall be obliged to use the Tool in full compliance with the Terms.
4.2 The User's use shall be limited to searching the Tool, uploading Input and conducting and generating Quickscans, pre-assessments, assessments, reports and download the certificate.
4.3 The User agrees not to sublicense, pledge, lease, rent or share the rights granted herein. No copies of the Tool or any portions thereof. Furthermore, the User shall not:
- share passwords and/or access codes
- duplicate the Tool
- assign, sell or pass along the Tool
- reverse engineer, de-compile, de-compose or disassemble any aspect of the Tool
- modify, translate, adapt or otherwise make derivative works of the Tool
- alter, remove or obscure any proprietary legend, copyright or trademark notice contained in or on the Tool
- attempt to unlock or bypass any initialization or security systems utilized by the Tool
- share, use and/or transmit any portion of the Tool via the Internet in contravention of these Terms; or
- share or publish information that does not belong to the User.
4.4 Violations of the requirements hereof are punishable with a fine up to 10.000€.
5. License Fees
5.1 Certain features of the Tool are available only through the purchase of licenses. Payment of VAT (if applicable) on the billing amount is the responsibility of the User.
5.2 The User will be billed in advance for the number of assessments as selected by the User. A refund is not possible. At any time additional licenses can be bought. The Tool will notify the User if a license is expiring.
6. Ownership of Intellectual Property and Control
6.1 Any and all intellectual property and other rights (including, but not limited to, registered or non-registered trademark rights, copyrights, database rights, inventions, patent rights, design rights, know-how, etc.) (“Intellectual Property Rights”) attaching to the Tool shall remain with and belong to CSC.
6.2 The Intellectual Property Rights attaching to the Input shall remain the sole property of the User. The User has the right at any time to remove the Input from the Tool.
6.3 The Intellectual Property Rights attaching to the pre assessments, assessments and reports that were generated based on the Tool created solely on the basis of the Input provided by the User shall remain the sole property of that User.
6.4 CSC shall have sole control over the use of the Tool.
6.5 The use of the pre assessments, assessments and reports shall be under the full and sole responsibility of the respective User. In particular, any modification, adaptation and translation will be made at the respective User’s own risk.
The use of any of CSC distinctive signs (e.g. name and logo) requires the prior written approval by CSC or a license under an agreement with the Certification Body.
8. Warranties and Remedies
8.1 To the maximum extent permitted by applicable law, the Tool and the information contained therein is provided "as is" and with all faults, without warranty of any kind, express or implied, including but not limited to, warranties of performance, merchantability, fitness for a particular purpose or non-infringement, except as otherwise explicitly warranted herein.
8.2 The User acknowledges that the Tool and the information contained therein might have defects, deficiencies or errors which may not be corrected by CSC.
8.3 The User acknowledges that the score and the pre-assessments, assessments and reports might not be 100% accurate. The Tool will indicate such.
8.4 CSC warrants and represents that:
CSC is a duly organized and validly existing business;
the Tool does not infringe upon copyright or any other rights of third parties;
The execution of the present agreement is not subject to any prior authorization by, or registration with, Swiss or any other competent authorities;
CSC has adequate insurances in place to be able to comply with its obligations resulting from this Agreement.
9. Indemnification and Litigation
9.1 Any act of infringement of the Tool or the Tool software, carried out by a third party and of which CSC is aware, must be reported immediately by CSC to the User.
9.2 CSC undertakes to provide the User with all the information in its possession and all assistance necessary to assess the importance of the infringement, its location, origin, and extent so as to oppose it effectively.
9.3 CSC must take, at its own expense, all measures conducive or necessary to put an end to the acts of infringement, including legal proceedings, and to regularly inform the User. If a claim is brought or likely to be brought by a third party for violation of any intellectual property rights or violation of the confidentiality of data belonging to that third party, as a result of the User exercising one of the rights provided for in the Agreement, CSC shall assist the User in its defence.
9.4 CSC shall hold the User harmless against any third party claims in connection with the use of the Tool.
10. Disclaimer of Warranty
10.1 Except as expressly set forth herein, the Tool (including all Content, software, functions, fee-based services, materials and information made available thereon or accessed by means thereof) are provided AS IS, without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, compatibility, security, accuracy, or non-infringement.
10.2 To the fullest extent permissible by law, CSC makes no warranties and shall not be liable for the use of the Tool under any circumstances, including but not limited to negligence by CSC. CSC does not warrant that the functions contained in the Tool will be uninterrupted or error-free, that defects will be corrected, that the Tool will meet any particular criteria of performance or quality, or that the Tool, including Discussions or the server(s) on which the Tool are operated, are free of viruses or other harmful components.
11. Limitation of Liability
11.1 Use of the Tool is at your own risk. The User assumes full responsibility and risk of loss resulting from downloading and/or use of files, information, communications, content, or other material (including without limitation software) accessed through or obtained by means of the Tool.
11.2 To the maximum extent permitted by applicable law. CSC shall not be liable for any indirect, punitive, special, or consequential damages that are directly or indirectly related to the use of, or the inability to use, the Tool, even if CSC has been advised of the possibility of such damages.
12.1 The Parties mutually undertake during the term of this Agreement to keep all Confidential Information secret.
12.2 For this purpose the Parties shall also keep all documents and data carriers containing the Confidential Information of the other Party secret in the same way as it keeps its own secret documents and data carriers.
12.3 The Confidential Information shall serve exclusively for the Parties’ own use within this Agreement. The Parties shall subject their employees and subcontractors to corresponding obligations.
12.4 The above limitation shall not apply to information which:
a Party already had in written form prior to signing this Agreement:
information which has become part of the public domain through no fault or act of Receiving Party;
information which shall have been developed by Receiving Party independently without the use of or reliance on any Confidential Information;
information which shall have been provided without restriction on disclosure or use to Receiving Party by a third party who or which is under no duty of confidentiality to Disclosing Party in respect thereof; or
information of which the disclosure shall be required by law, provided, however, that prompt prior notice of any such disclosure shall have been given to Disclosing Party.
13.1 The Parties may terminate this Agreement at any time with a written [three (3)] month notice.
13.2 CSC also reserves the right to restrict, suspend or terminate access to the Tool, in whole or in part, without notice, with respect to any breach or threatened breach by the User of any portion of these Terms. If CSC terminates this Agreement based on a breach of any portion of these Terms, CSC reserves the right to refuse to provide a membership or any fee-based services to the User in the future.
13.3 After termination CSC must upon request of the User extract the Input from the Tool as uploaded by the respective User and shall return the data to the respective User in the format as requested by such User.
14.1 This Agreement and the annexes hereto constitute and express the entire agreement between the Parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous oral or written agreements, representations, understandings and the like between the Parties.
14.2 This Agreement may not be modified, amended, altered or supplemented, in whole or in part, except by a written agreement signed by the Parties.
14.3 If any provision of this Agreement is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force. In this event, the Agreement shall be construed, and, if necessary, amended in a way to give effect to, or to approximate, or to achieve a result which is as close as legally possible to the result intended by the provision hereof determined to be void, illegal or unenforceable.
14.4 This Agreement, including the jurisdiction clause shall be governed by, interpreted and construed in accordance with the substantive laws of Switzerland excluding the principles as to conflict of laws and excluding the United Nations Convention on Contracts for the International Sales of Goods of 11 April 1980 (CISG).
14.5 The competent courts of Geneva, Switzerland, shall have exclusive jurisdiction for all disputes arising out of or in connection with this Agreement (including but not limited to matters of validity, conclusion, binding effect, interpretation, construction, performance or non-performance and remedies), subject to appeal, if any.
If the User has any questions about these Terms, please contact us by sending an email to firstname.lastname@example.org.
The Concrete Sustainability Council