“Affiliate” means any corporation or other legal entity that controls, is controlled by, or is under common control with a Party.
“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 an entity.
An Affiliate qualifies as such only for so long as such control exists.
“EcoVadis” means and refers to EcoVadis SAS, a 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 Vitals Partner, or their respective Affiliates.
“Party” means EcoVadis or the Vitals Partner.
"Registered User” means the individual who subscribes to the Vitals Platform and accepts these Terms and Conditions for and on behalf of the Vitals Partner.
“Requesting Company” means any company subscribing to the Vitals Platform enabling it to access information regarding the sustainability performance of a Vitals Partner.
“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 Vitals Partner or their respective Affiliates.
“Service” means the Vitals Service, and its associated support as well as other services offered by EcoVadis to customers.
“Vitals Partner” means any professional business entity entering into a contract with EcoVadis by accepting the present General Terms & Conditions and registering on the Vitals Platform to provide information on its sustainability practices, upon request by a Requesting Company. For the avoidance of doubt it is specified that individual persons not acting for professional purpose and/or consumers cannot be Vitals Partners.
“Vitals Platform” means the EcoVadis online platform enabling the management of information and documents related to the Vitals Service. Once registered, the platform is accessible at https://portal.ecovadis-survey.com/.
“Vitals Result” means the dashboard showing the sustainability risks of the respective Vitals Partner. The Vitals Result can include:
(i) an overall indication of the sustainability risk of the Vitals Partner,
(ii) a breakdown of the overall indication into sustainability themes (Environment, Labor & Human Rights, Ethics), and
(iii) some insights and recommendations to diminish exposure to these sustainability-related risks.
“Vitals Service” means the Vitals Partner’s limited sustainability performance assessment. It does not include the full Sustainability Ratings and monitoring service offered by EcoVadis.
Other additional defined terms are highlighted in their respective contexts.
Joining the EcoVadis platform
2.1. The Registered User warrants that he or she is:
(i) aged 18 or over, and
(ii) has all necessary authority to bind and represent the Vitals Partner, including but not limited to the acceptance of these General Terms and Conditions, the completion of the questionnaire and submission of supporting documents on behalf of the Vitals Partner.
2.2. If more than one Registered User subscribes to these General Terms and Conditions for and on behalf of the Vitals Partner, the Agreement between EcoVadis and the Vitals Partner will be updated to the latest version of the General Terms and Conditions (if applicable).
3.1. EcoVadis operates a service aimed at assessing specific sustainability risks of Vitals Partners, which includes the Vitals Service and the Vitals Platform. Access to the Vitals Service by a Vitals Partner and use of the Vitals Platform are strictly subject to these General Terms & Conditions (hereinafter collectively referred to as the “Agreement”). Vitals questionnaire is a quick and easy questionnaire that allows Vitals Partners to document their level of sustainability risk. After Vitals Partners upload their documents to the questionnaire, these documents will undergo an AI-powered document review to help ensure an evidence-based approach to assessing risk. Vitals Results are a company-specific risk level based on direct Vitals Partner input on sustainability and due diligence topics.
3.2. Ecovadis’ Vitals Services are for professional use and professional users only. Individual persons not acting for a professional purpose and/or consumers are expressly excluded from the Vitals Services.
4.1. Except as otherwise expressly authorized by the other Party, EcoVadis and the Vitals Partner 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 Vitals Platform, for the purpose of the Service. The content of questionnaires and information related to the EcoVadis Vitals methodology are considered as EcoVadis confidential information. Answers to questionnaires will be deemed as Vitals Partners’s confidential information.
4.2. For purposes of the Service, the Vitals Partner 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 Vitals Partner will supply in the course of or in connection with the use of the Vitals Platform (the “Data”), and to use such Data to deliver Services offered by EcoVadis and to develop the EcoVadis database. The Vitals Partner 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.
4.3. Article 4.1 shall not apply to information in the public domain or to information known by the other Party prior to the performance of the Vitals 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.
4.4 Notwithstanding Article 4.1 above, the Vitals Partner’s Vitals Results will be shared via the Vitals Platform with the Requesting Company after the Vitals Partner has submitted the Vitals Results.
Responsibility of EcoVadis
5.1. The Service shall be accessible by the Vitals Partner 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 Vitals Platform or the Vitals Service. In the event that EcoVadis becomes aware of a data breach incident likely to severely compromise the security of the Vitals Platform or of the Vitals Service, or of the Vitals Partner’s ’ Data, EcoVadis may, without notice, suspend momentarily the access to the Vitals Platform and to the Vitals Service in order to remedy the security breach in a timely manner. In such an event, EcoVadis shall not incur any liability to the Vitals Partner and Vitals Partners shall not seek any compensation whatsoever from EcoVadis.
5.2. EcoVadis does not warrant any results from the use of the Vitals 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 Vitals Platform or of the Vitals Service will meet the Vitals Partners’ requirements. The Solution and the Vitals Services shall be regarded only as a decision-making tool and EcoVadis cannot be and is not liable for any decision taken by the Vitals Partner and/or the Requesting 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.
5.3. The Vitals Partner shall see on the platform its Vitals Results based on the information disclosed to EcoVadis by the respective Registered User at the time of the Vitals Service.
5.4 The Vitals Partner agrees and acknowledges that:
(i) its Vitals Results will be updated by EcoVadis each time a Registered User completes a questionnaire and/or submits supporting documents for and on behalf of the Vitals Partner,
(ii) such updated Vitals Result can differ from the previous Vitals Result, and
(iii) the updated Vitals Result will be updated automatically for all Requesting companies which have invited the Vitals Partner to subscribe to the Vitals Platform.
Responsibility of the Vitals Partner
6.1. The Vitals Partner agrees not to:
(i) interfere with or attempt to interfere with the proper working of the Vitals Platform,
(ii) post or send to the Vitals Platform anything that contains a virus, or any harmful files, or
(iii) conduct any tests that may harm or impair the proper working of the Vitals Platform.
6.2. The Vitals Partner shall secure the access to the Vitals Platform and maintain adequate security measures to safeguard the Vitals Platform from unauthorized access, use or copying. The Vitals Partner is solely and uniquely responsible for the confidentiality of its Registered User’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 Vitals Partner will be considered as having been sent by the Vitals Partner. The Vitals Partner shall immediately inform EcoVadis of any unauthorized access to the Vitals Platform.
6.3. The Vitals Partner shall not without the prior written express consent of EcoVadis:
(i) translate or adapt the Vitals Platform for any purpose nor arrange or create derivative works based on the Vitals Platform,
(ii) make for any purpose any alterations, modifications, additions or enhancements to the Vitals Platform, or
(iii) decompile, reverse-engineer or disassemble the Vitals Platform or any part of it.
6.4. The Vitals Partner 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 Vitals Service.
6.5. The Vitals Partner shall ensure that all data communicated by the respective Registered User is accurate, faithful and complete, and agrees not to post or transmit to the Vitals Platform any unlawful, fraudulent, harassing, libelous, or obscene data.
Use of Vitals Results
7.1. The Vitals Partner is only allowed to use the Vitals Results in accordance with the provisions of this Agreement.
7.2. The Vitals Partner is not allowed to modify the Vitals Results, including but not limited to the:
(i) publication date of the Vitals Result;
(ii) category and/or the composition of the Vitals Result;
(iii) numerical and/or graphical representation of the Vitals Result; or
(iv) company name and/or company description.
7.3. Unless otherwise agreed in writing between EcoVadis and the Vitals Partner, the Vitals Partner is not allowed:
(i) to download or extract in any other form the Vitals Result or any part thereof,
(ii) to use, to refer, to publish the Vitals Result outside of the Vitals Platform, or
(iii) to upload the Vitals Results received from EcoVadis, onto any third-party platform whereby the data might be shared with fourth parties or used for commercial gain or purposes.
Compliance with Laws
In connection with the performance of this Agreement, the Parties shall comply with all applicable laws and regulations.
9.1. The Vitals Partner represents and warrants that:
(i) neither the Vitals Partner 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 Vitals Service and the Vitals Platform) 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).
9.2. The Vitals Partner 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 Vitals Service and the Vitals Platform) 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.
9.3. The Vitals Partner 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 Vitals Partner 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 Vitals Service and the Vitals Platform):
(i) is subject to the representations and warranties provided in this Article 9,
(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 Vitals Partner to provide information or documentation necessary to confirm its identity.
9.4. The representations, warranties, covenants, or obligations provided in this Article 9 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.
10.1. Vitals Partner Indemnity. The Vitals Partner 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 Vitals Partner,
(ii) the consequences of any unlawful, fraudulent, harassing, libelous, or obscene data, information or documents provided to EcoVadis.
10.2. EcoVadis Indemnity. Subject to Article 14, in the event that the Vitals Platform infringes any intellectual property rights of a third party not associated with the Vitals Partner, EcoVadis will indemnify the Vitals Partner 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 Vitals Platform 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 Vitals Platform other than:
(i) by or on behalf of EcoVadis; or
(ii) with EcoVadis’s written approval;
(c) Vitals Partner Indemnity under Article 10.1 above.
10.3. 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.
10.4. 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 Vitals Partner the right to continue using the Vitals Service;
(b) replace or modify the infringing technology or material so that the Vitals Service becomes non-infringing and remains materially functionally equivalent; or
(c) terminate the Agreement.
Price and fees
11.1. Access and use of the Vitals Platform by the Vitals Partner is subject to the payment of the applicable fees by the Vitals Partner.
Intellectual property rights and data sharing
12.1. The entirety of content on the Vitals Platform, 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, questionnaire methodologies, questionnaire results, Vitals Result display and setup and all other rights covered by intellectual property rights developed, created or acquired by EcoVadis prior to supplying the Vitals Service or during operation of the Vitals Platform or performance of the Vitals Service, by any other means whatsoever, are and remain the exclusive property of EcoVadis. All data and individual entries made on the Vitals Platform by a Vitals Partner remain the property of this Vitals Partner.
12.2. The Vitals Partner agrees to and acknowledges (i) the sharing of its Vitals Result with the Requesting Company and (ii) that the Vitals Results of the Vitals Partner will continue to be visible to the Requesting Company with whom the Vitals Results have been shared, in accordance with Article 4.4, and even upon termination of the Agreement by the Vitals Partner pursuant to Article 15.2.
13.1 While operating the Vitals Platform and providing the Vitals 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/.
13.2 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 Vitals Partner is hereby invited to visit it regularly (at least once a month). Subject to the Vitals Partner having subscribed to the EcoVadis Trust Center at https://ecovadis.com/trust-center/data-privacy/, the Vitals Partner will be notified about changes.
13.3 Should a modification of the Statement of Data Privacy significantly increase the obligations of the Vitals Partner, then the Vitals Partner shall have the opportunity to terminate the Agreement.
Limitation of Liability
14.1. 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 Vitals Platform or the Vitals Service,
(ii) the use of the Data or the Vitals Result of the Vitals Partner by the Requesting Company,
(iii) any decisions taken by Requesting companies arising directly or indirectly from the use of the Data or assessment results or Vitals Result of the Vitals Partner,
(iv) a Vitals Partners’ breach of its confidentiality obligations, regardless of the form of action or
(v) any technology and/or intelligence used by EcoVadis to produce the Vitals Results.
14.2. In any case, the aggregate liability of EcoVadis, regardless of the legal ground, shall be strictly limited to direct prejudice demonstrable within the limit of ONE THOUSAND EURO (1000 €) for the Agreement.
14.3 The Vitals Platform shall be regarded only as a decision-making aid. The Vitals Partner makes use of the Vitals Platform at its own risk and shall keep sole responsibility for any decisions made. Accordingly, EcoVadis shall not be
(i) responsible for any decisions made by a Requesting Company and
(ii) liable for any direct or indirect consequences arising from the use of the data provided by the Vitals Platform.
Term – Termination
15.1. This Agreement shall enter into force on the date the respective Registered User accepts the General Terms & Conditions for and on behalf of the Vitals Partner, as validated by online confirmation on the EcoVadis platform. It will expire automatically after a term of twenty-four (24) months, from the date the respective Registered User submitted its assessment questionnaire for and on behalf of the Vitals Partner on the EcoVadis Vitals Service platform for the first time.
15.2. The Vitals Partners may terminate the Agreement at any time, for any reason, by discontinuing the use of the Vitals Platform 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. According to Article 4.4, the Vitals Results of the Vitals Partner will continue to be visible to the Requesting Company with whom the Vitals Results have been shared.
15.3. EcoVadis may terminate this Agreement without notice if the Vitals Partner is in material breach of any of the terms of this Agreement, in particular but not limited to Articles 6, 7, 8, 9, 12 and 13. Termination shall take effect upon receipt of the termination notice by the Vitals Partner five (5) calendar days after the email has been sent by EcoVadis to the email address of the Registered User.
15.4. EcoVadis may terminate this Agreement at any time, for any reason, by sending a written notification (or notification in an electronic form) to the Vitals Partner with the effect on the date when the above notification is received by the Vitals Partner.
Assignment and transfer
The Vitals Partner 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.
The Vitals Partner 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 Vitals Platform is designed to support updates by the engineering and support teams without the need to interrupt the operation of the Vitals Platform. Where such maintenance activities are not reasonably anticipated to materially impact the Vitals Partner’s use of the Vitals Platform, EcoVadis will have no obligation to provide notice to the Vitals Partner regarding such maintenance activities.
EcoVadis reserves the right, at any time, to unilaterally modify the terms of this Agreement, subject to the Vitals Partner’s ability to terminate the Agreement pursuant to Article 15.2 hereof. The Vitals Partner will be informed of any such changes by means of publication on the website ecovadis.com or through any other adequate means.
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.
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 Vitals Partner in connection with the access to or use of the Vitals Platform that are in addition to, different from, or inconsistent with this Agreement are not binding on EcoVadis and are ineffective.
Version 1.0 dated 1 January 2024