SustainCERT S.A. Terms and Conditions for Services

Last Updated:  November 07, 2022

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SustainCERT S.A (collectively, “SustainCERT” or “we,” “us” or “our”) are pleased to provide you with access to our services.  Your use of our services, whether digital or otherwise, including, but not limited to, advisory, e-learning, impact management, environmental and social impact assessments, project reviews, and certification activities as described at www.sustain-cert.com, www.valuechangeinitiative.com, and www.goldstandard.org (the “Services”) is subject to these Terms and Conditions (“Terms and Conditions,” “Terms,” or “TOC”).

CONSTRUCTION OF AGREEMENT

These Terms are a legal agreement between you and SustainCERT and they include the following documents by reference:

1. SustainCERT’s Privacy Policy;
2. The Value Change Initiative Privacy Policy;
3. SustainCERT’s website Terms of Use;
4. The Value Change Initiative’s Terms of Use; and
5. Documents specifically cited in this TOC from our website at sustain-cert.com or com (the “Sites”).

 By clicking “I Agree”, indicating acceptance electronically, or by accessing or using the Services, you agree to these Terms and Conditions. If you do not agree to these Terms, then you may not use the Services.  These Terms are the only legal terms under which we will make the SustainCERT Services available to you.   

 Words appearing as defined terms are either defined in their first use or in the Definitions section at the end of these TOC.

If you will be using the Services on behalf of an organization, you agree to these TOC on behalf of that organization, and you represent and warrant that you have the authority to do so. In such case, “you” and “your” will refer to that organization (the “Company”).

Our Services are not directed to children younger than 18 years old. If you are under 18 years old, please do not register to use our Services. Any person who registers as a user or provides their personal information to our Services represents that they are 18 years of age or older.

PLEASE CAREFULLY REVIEW THESE TOC AS THEY INCLUDE CERTAIN LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES.

These Terms and Conditions, the Privacy Policy, and the Terms of Use (of our websites located at sustain-cert.com or valuechangeinitiative.com), as well as the information and materials contained in the Sites, are subject to change from time to time without prior notice.  SustainCERT may periodically modify these Terms and Conditions and one or both of its Privacy Policies, and any such modifications will be effective immediately upon posting.  The Terms and Conditions and Privacy Policy in effect at the time you click accept these TOC will apply to the Services provided at that time.

LICENSE

We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services.

SUSTAINCERT FEES

You agree to pay the Fees set forth in the fee schedule located at https://www.goldstandard.org/project-developers/standard-documents. 

Taxes. Unless otherwise stated in an applicable Order Form, the Fees do not include any sales, use, value added or other excise tax. You are responsible for paying taxes based on fees paid or payable hereunder (but not any taxes assessable against SustainCERT measured by its gross revenues or net income). Should any payment for the Services be subject to withholding tax by any government, you shall reimburse SustainCERT for such withholding tax.

YOUR INFORMATION AND ACCOUNT

SustainCERT may require you to provide information about yourself (such as contact information) and certain business information when you create an account either through SustainCERT or when you open the Gold Standard Impact Registry (“Account”). You agree that any information that you provide will be correct, complete, and up to date. You will not provide any false information as part of your Account information or in connection with our Services. This includes any taxpayer details you may have saved under your profile in order to claim tax or tax deductions in accordance with applicable laws and regulations. If you become aware of any unauthorized use of your account, we recommend that you change your password immediately and email us at help@sustain-cert.com.

PROTECTING YOUR ACCOUNT PASSWORD

When you register with SustainCERT and choose a password to protect your secure Account, you are responsible for maintaining the confidentiality of your password to prevent others from gaining access to your personal information. You will be responsible for all activities that occur under your Account and if a password is required, you agree to keep your password confidential. You agree to notify us immediately of any unauthorized use of your Account or if you believe that your password is no longer confidential. We reserve the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms and Conditions.

NO TAX OR ACCOUNTING INFORMATION

SustainCERT is not an accounting, taxation or financial advisor, and you should not rely on information given on the Sites or from its associated services to determine any consequences of donating to an initiative.

PRIVACY

SustainCERT’s Privacy Policy forms part of these Terms and Conditions. By agreeing to these Terms and Conditions, you also give your consent to the way we handle your personal information under that Policy. Read our Privacy Policy for www.sustain-cert.com or www.valuechangeinitiative.com.   

YOUR OBLIGATIONS

You represent and warrant that:

1. you have full power and authority to enter into this Agreement;
2. you shall not violate any law or regulations concerning data protection;
3. you shall not disrupt or interfere with the security of, or otherwise abuse, the Sites, or any Services, system resources, accounts, servers or networks connected to or accessible through the Sites or affiliated or linked websites;
4. you shall comply with all applicable laws that relate to your use of our Services.

INTELLECTUAL PROPERTY RIGHTS

SustainCERT owns the Services and results of the Services including any data, reports, and the Sites and all content therein.  The Sites and any and all content on the Sites are protected by copyright and/or other intellectual property laws and any unauthorized use of such intellectual property or information or the Sites may violate such laws related to their protection. You may not crawl, scrape, spider, copy, distribute, sell, lease, perform, display, sublicense, modify or prepare derivative works of the Services, Sites or Site Content, in whole or in part. We reserve all rights not expressly granted to you under these Terms.  Our name and logo, and all related names, logos, product and service names, designs, and slogans, are trademarks of SustainCERT or its affiliates or licensors. You must not use any such trademarks without the prior written permission of SustainCERT.  All third-party trademarks on the Sites are the property of their respective owners and you should contact them directly for information related to use/licensing.

Except as expressly provided herein, SustainCERT does not grant any express or implied right or license of any kind to you under any patents, copyrights, trademarks, trade secrets or other intellectual property rights.

DISCLAIMER OF WARRANTY

THE INFORMATION AND MATERIALS ON THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND SUSTAINCERT MAKES NO REPRESENTATIONS OR WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE INFORMATION AND MATERIALS CONTAINED IN THE SITES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING THE FOREGOING, SUSTAINCERT DOES NOT WARRANT THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY OR AVAILABILITY OF THE SITE OR THE INFORMATION OR RESULTS OBTAINED FROM USE OF THE SITES, OR THAT THE SITES ARE VIRUS-FREE OR ERROR-FREE.  SUSTAINCERT HAS NO OBLIGATION TO AUDIT, VALIDATE OR OTHERWISE VERIFY ANY INFORMATION CONTAINED IN THE SITES.

WAIVER & RELEASE

You release SustainCERT (and our officers, directors, agents, subsidiaries, contractors, suppliers and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any disputes you have with one or more users of the SustainCERT Sites and/or Services. Your interaction, correspondence, or transactions with third parties using the Sites, including participation in promotions or e-commerce (collectively, “Third Party Interactions”), and any terms, conditions, warranties, or representations associated with Third Party Interactions, are solely between you and such third parties. You agree that SustainCERT shall not be responsible or liable for any loss or damage of any sort incurred in connection with your Third-Party Interactions or the presence of such third parties on the Sites. We reserve the right (but are not obligated), to monitor, or take any action we deem appropriate regarding disputes between you and third parties using the Sites. To the extent permitted under applicable laws, you hereby release SustainCERT from any and all claims or liability related to: (a) any Content posted on the Site by third parties; or (b) the conduct, whether online or offline, of any third party.

LIMITATION OF LIABILITY

To the fullest extent permitted by law, in no event shall SustainCERT or any of its directors, employees, agents, suppliers or others with whom it may collaborate to provide the Services have any liability whatsoever to any person for any direct or indirect loss, liability, cost, claim, expense or damage of any kind, whether in contract or in tort, including negligence, or otherwise, arising out of or related to the use of all or part of the Services, even if SustainCERT has been advised of the possibility of such damages.  HOWEVER, IN THE EVENT SUSTAINCERT IS FOUND LIABLE, SUSTAINCERT’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF SUSTAINCERT’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS AND CONSULTANTS, TO YOU IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID TO SUSTAINCERT IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY AGREE THAT SUSTAINCERT, ITS AFFILIATES, GOVERNING BOARD, OFFICERS, AGENTS, EMPLOYEES, PARTNERS OR SUPPLIERS SHALL NOT BE LIABLE TO YOU FOR ANY OF THE FOLLOWING:

(A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH THE SITES, SITE CONTENT, ANY SERVICES PROVIDED IN CONNECTION WITH THE SITES, OR THESE TERMS AND CONDITIONS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE IN CONNECTION WITH:

1. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION POSTED ON THE SITE;
2. ANY CHANGES WHICH SUSTAINCERT MAY MAKE TO THE SITES, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SITES (OR ANY FEATURES WITHIN THE SITE);
3. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE;
4. YOUR FAILURE TO PROVIDE SUSTAINCERT WITH ACCURATE ACCOUNT INFORMATION; YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR
5. ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY.

INDEMNITY

You agree to indemnify and hold SustainCERT and (as applicable) SustainCERT’s parent, subsidiaries, affiliates, officers, directors, consultants, suppliers, agents and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: your use of the Services, your breach of the Terms and Conditions,  your violation of any applicable law, or your violation of the rights of a third party.

ENTIRE AGREEMENT AND PRIORITY

This Agreement together with each applicable Order represents the entire agreement between the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

The terms and conditions of this Agreement shall take precedence over any conflicting terms in the Sites and the Order unless the Order expressly amends this Agreement and is signed by both parties.

Certain web pages or areas on the Site may contain additional terms, conditions, disclosures and disclaimers (together “Additional Terms”).  In addition, you may enter into one or more other agreements with SustainCERT (the “Other Agreements”).  In the event of a conflict, the terms of the Other Agreements shall take precedence, followed by the Additional Terms, which are followed by these Terms and Conditions.

TERMINATION

The rights granted to you herein terminate immediately upon any violation by you of these Terms and Conditions.  SustainCERT, in its sole discretion, reserves the right to temporarily or permanently terminate your access to and use of the Sites at any time and for any reason whatsoever, without notice or liability.  SustainCERT will not be liable to you or any third party for any suspension or termination of your access to or use of the Sites.

APPLICABLE LAW AND ARBITRATION

The laws of Luxembourg, without regard to its principles of conflict of laws, govern these Terms and Conditions and any dispute that might arise between you and SustainCERT.

Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief, any and all claims, disputes or controversies arising under, resulting from for related to this Agreement (“Dispute”), excluding any Dispute relation to the validity or infringement of any intellectual property rights, shall be submitted for binding arbitration to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be the Arbitration Centre of the Chamber of Commerce of Luxembourg.  All proceedings shall be conducted in the English language.  The arbitrators shall have no power to add to, subtract form or modify the terms or conditions of this Agreement, nor to award punitive damages. 

SEVERABILITY CLAUSE

If any part of these Terms and Conditions is held to be unenforceable, such holding shall not affect the validity of the other provisions of the Terms and Conditions, which shall remain in full force and effect.

GENERAL

This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof.  If any provision of this Agreement is held to be unenforceable, such provision shall be struck and the remaining provisions remain enforceable.  You and SustainCERT are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.  SustainCERT may assign this Agreement by providing notice to you.  You may not assign this Agreement, nor any of its rights or obligations, without SustainCERT’s prior written consent.  No waiver shall be deemed a waiver of any prior or subsequent default hereunder.

The following Sections survive any termination or expiration of this Agreement:  License to SustainCERT, No Warranty, Limitation of Liability, Release, Indemnity, Applicable Law and Arbitration, and General.