20120511 AMEEscore – Supplier Terms

AMEE  SUPPLIER TERMS

1. Introduction

1.1 This agreement (the “Agreement”) is entered into between AMEE LIMITED, a company registered in England and Wales (company registration number 6630234) whose registered office is at 4th Floor, 70-74 City Road, London EC1Y 2BJ  (“AMEE”) and you, a direct or indirect supplier of goods and/or services to one or more of AMEE’s clients (the “Supplier“).  In this Agreement, AMEE and the Supplier are referred to individually as a “Party” and together as the “Parties”.

1.2 AMEE has developed and owns the website at blog.amee.com (the “Website“) and AMEEscore, a software platform which compiles environmental information and data about businesses, enabling the environmental efficiency of a business and other businesses in its supply chain, to be ranked (“AMEEscore“).  AMEE makes available, via the website at blog.amee.com (the “Website“), a web-based execution of AMEEscore for access and use by its clients via the Website (the “AMEE Platform“).

1.3 The Supplier wishes to supply data about itself and its suppliers, to AMEE, via the AMEE Platform, for AMEE’s use with the AMEE Platform and disclosure to such client(s).

1.4 This Agreement sets out the terms and conditions on which the Supplier supplies and AMEE receives such data.

1.5 By clicking the “I accept” button to access the AMEE Platform, the Supplier accepts this Agreement and enters into a legally binding contract with AMEE.

1.6 AMEE may, at its sole discretion, modify or replace this Agreement at any time.  It is the Supplier’s responsibility to check this Agreement periodically for changes.  The Supplier’s continued use of the AMEE Platform following the posting of any changes to this Agreement and/or, when prompted, by clicking the “I accept” button on the Website, constitutes the Supplier’s acceptance of such changes.  If the Supplier does not agree to such changes, it should stop using the AMEE Platform.

2. Definitions

In this Agreement, the following terms will have the following meanings:

Confidential Information” any information, including, without limitation, the terms of this Agreement, which has been or is disclosed by one Party (the “Discloser”) to the other (the “Recipient”) in connection with this Agreement, however such information is disclosed, including, without limitation, in writing, orally or electronically, but excluding any reports and other data generated by the AMEE Platform pursuant to this Agreement;

Intellectual Property Rights” all copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, broadcast rights topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Sub-Supplier” any third party company with which the Supplier has contracted to receive goods and/or services from;

and “Supplier Data” all data or other information the Supplier inputs or otherwise contributes to the AMEE Platform under this Agreement, together with all reports and other data generated by the AMEE Platform for the Supplier.

3. The relationship between the Supplier and AMEE

3.1 This Agreement sets out the entire agreement between the Parties and supersedes all previous agreements or representations in relation to its subject matter.  Each Party agrees that: (i) in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement; and (ii) subject to Clause 9.2, its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.

4. The Services

4.1 Subject to the Supplier’s compliance with this Agreement, AMEE grants the Supplier a non‑exclusive, non-transferable, royalty-free, non-sublicensable right to access and use the AMEE Platform for the purposes of:

(a) inputting, retrieving, generating and storing data about the environmental efficiency of the Supplier’s business; and

(b) contacting the Sub-Suppliers to request that they supply data about themselves, their suppliers and the Supplier, to AMEE, via the AMEE Platform,

for the Supplier’s internal business use only. 

4.2 For the avoidance of doubt, nothing in this Agreement permits the Supplier to access AMEEscore except remotely over the internet using the Website.

4.3 AMEE reserves the right at any time to modify, suspend or discontinue, temporarily or permanently, access to the AMEE Platform (or any part of the AMEE Platform) for any reason with or without notice.

5.The Parties’ obligations

5.1 AMEE has developed AMEEscore and agrees to make a web-based execution version of AMEEscore available to the Supplier using reasonable skill and care and to a standard conforming to generally accepted industry standards and practices. 

5.2 The Supplier acknowledges and agrees that:

(a) the quality of the results and other data generated by the AMEE Platform is dependant: upon the data which the Supplier inputs or otherwise contributes to the AMEE Platform (including, without limitation, data about the Sub-Suppliers); and upon data supplied by the third parties (including, without limitation suppliers to AMEE of financial and other data, and the Sub-Suppliers), consequently, subject only to Clause 5.1, AMEE does not make and expressly disclaims any and all warranties, representations or other commitments in relation to the results or other data generated by the AMEE Platform;

(b) to the extent that the Supplier submits any data about the Sub-Suppliers to the AMEE Platform:

(i) the Supplier has the consent of all such Sub-Suppliers to submit such data and use the AMEE Platform to contact such Sub-Suppliers requesting that they subscribe to AMEE’s services and supply data about themselves, their suppliers and the Supplier; and

(ii) AMEE may request data about the Supplier from such Sub-Suppliers, and

(b) it will not use the AMEE Platform for any purpose other than inputting, retrieving, generating and storing data about the environmental efficiency of its own business.

5.3 AMEE will provide access to the AMEE Platform using a username and password system.  The Supplier must ensure that it has appropriate security measures in place to ensure that:

(a) each username and password is used only as allocated by AMEE; and

(b) the security and confidentiality of usernames and passwords are maintained at all times and not disclosed by their respective individual users, whether to other individuals within the Supplier’s organisation, or to any third parties.

5.4 The Supplier will ensure that it and all individual users of the AMEE Platform observe the restrictions on the use of the AMEE Platform set out in this Clause 5.

5.5 The Supplier agrees not to do or attempt to do any of the following:

(a) allow any individual to access and / or use the AMEE Platform except employees of the Supplier who are authorised to use the AMEE Platform and to whom AMEE has allocated usernames and passwords;

(b) copy, modify, publish, distribute, make available, enhance or translate the AMEE Platform, any part of the AMEE Platform or any data generated by the AMEE Platform pursuant to this Agreement;

(c) sublicense the Supplier’s rights to use the AMEE Platform or grant or purport to grant to the Supplier’s customers, clients or any other third party any right in or to the AMEE Platform; or

(d) decompile or disassemble any portion of the AMEE Platform or the components of the AMEE Platform unless: (1) Section 50B of the Copyright, Designs and Patents Act 1988 or other applicable law confers on the Supplier any right to decompile or disassemble any portion of the AMEE Platform or the components of the AMEE Platform; and (2) prior to such actual or attempted disassembly or decompilation, the Supplier has notified AMEE in writing that it requires such information as is necessary to permit it to create an independent program which can be operated with any portion of the AMEE Platform or the components of the AMEE Platform and AMEE has not provided such information within one month of the Supplier’s written request; and (3) the information so obtained is not used for any other purpose.

6. Ownership

6.1 The Supplier warrants, represents and undertakes that:

(a) it owns or has a valid licence to use, and will for the duration of this Agreement own or have a valid licence to use, any and all Supplier Data that it inputs or otherwise contributes to the AMEE Platform, and that such use will not infringe the rights of any third party; and

(b) all such Supplier Data is, and will throughout the duration of this agreement be, true, accurate and up to date.

6.2 The Parties further confirm and agree that:

(a) the Supplier and / or its licensors own all Supplier Data generated by the AMEE Platform for the Supplier; and

(b) AMEE and / or its licensors own, and will at all times own, AMEEscore, the AMEE Platform, and all Intellectual Property Rights in AMEEscore and the AMEE Platform.  Save with respect to Supplier Data, AMEE and / or its licensors also own all reports, information and other data included in or accessed by the AMEE Platform, or which it generates, and all Intellectual Property Rights in such data.

6.3 The Supplier hereby grants AMEE a worldwide, non‑exclusive, transferable, sublicensable, perpetual, royalty-free, fully paid-up licence during and after the term of this Agreement to copy, modify, distribute, publish, make available or otherwise use the Supplier Data for the following purposes only:

(a) providing the Supplier with access to and use of the AMEE Platform;

(b) providing AMEE’s services to its clients;

(c) if AMEE has agreed to do so, providing the Supplier with any training, maintenance, support and / or back-up or related services in relation to its access to or use of the AMEE Platform; and

(d) subject to AMEE’s obligations of confidentiality under Clause 10 below, to enable AMEE to continue to develop and improve AMEEscore and the AMEE Platform, including their performance, and the services that AMEE provides to its clients.

6.4 Except as otherwise granted in this Agreement, the Supplier has no other rights to use AMEEscore, the AMEE Platform or any of AMEE’s Intellectual Property Rights.

7. Privacy

The Parties agree to comply with AMEE’s Privacy Policy, a copy of which is located at AMEE’s Privacy Policy, which is hereby incorporated by reference into this Agreement.

8. Termination

8.1 This Agreement shall continue in force until it expires or is terminated in accordance with its terms.

8.2 Either Party may terminate this Agreement for any or no reason immediately on giving written notice to the other Party.

8.3 Termination or expiry of this Agreement will not affect AMEE’s or the Supplier’s accrued rights and remedies.

8.4 On termination or expiry of this Agreement:

(a) all rights granted to the Supplier under this Agreement, including, without limitation, the Supplier’s right to use the AMEE Platform under Clause 4.1, will immediately cease;

(b) AMEE shall have no obligations to the Supplier in relation to any data or the AMEE Platform (including, without limitation, any obligation to host, maintain or archive any data for the Supplier); and

(c) the Supplier agrees immediately to cease use of the AMEE Platform.

8.5 Clauses 1, 2, 3, 5.2, 5.4, 5.5, 6, 7, 9, 10, 11, 12, 13, 14, and 16 will survive the expiry or termination of this Agreement.

9. Liability

9.1 It is the Supplier’s responsibility to ensure that the AMEE Platform is suitable for its intended purposes.  AMEE accepts no liability as to the suitability or fitness of the AMEE Platform in meeting the Supplier’s needs and AMEE excludes to the fullest extent permissible by law all warranties, representations, conditions or terms which may be implied.  Save as expressly provided in this Agreement, the AMEE Platform is provided to the Supplier on an “as is” basis and AMEE disclaims and does not accept any liability to the Supplier in respect of it or otherwise.  The Supplier also acknowledges and agrees that the operation of the AMEE Platform is dependent upon the quality of the data which is input to it and the proper and effective functioning of the internet and other third party equipment and services, and that AMEE does not guarantee and will not be liable for these in any way.

9.2 Notwithstanding Clause 9.1 above, AMEE accepts liability for:

(a) death or personal injury caused by its negligence, or that of its employees acting in the course of their employment;

(b) any fraudulent pre-contractual misrepresentations made by AMEE upon which the Supplier can be shown to have relied; and

(c) any other liability which by law AMEE cannot exclude.

9.3 Subject to Clauses 9.2 and 9.4, neither Party shall be liable to the other for any special, indirect or consequential losses or damages, or any loss of data, profits, revenues, business, or goodwill.

9.4 The Supplier will be liable for and will indemnify and keep AMEE (together with its employees, directors, sub-contractors and agents) indemnified from and against any and all claims, demands, proceedings, costs, charges, damages, loss and liability whatsoever incurred or suffered by AMEE whether direct, indirect or consequential (including without limitation any economic loss or other loss of data, profits, revenues, business or goodwill) arising out of any dispute, claims or proceedings brought against AMEE which relate to:

(a) the Supplier’s use of the AMEE Platform otherwise than in accordance with the terms of this Agreement;

(b) the infringement by the Supplier or any user authorised or purportedly authorised by it to use the AMEE Platform of:

(i) any applicable laws;

(ii) any Intellectual Property Rights of AMEE or any third party; or

(iii) AMEE’s rights in its Confidential Information, and

(c) any claim arising out of AMEE’s use (including, without limitation, provision to third parties) of the Supplier Data.

9.5 Subject to Clauses 9.2 and 9.3, AMEE’s total aggregate liability to the Supplier under this Agreement shall not exceed £1 GBP.

10. Confidentiality

10.1 Each of the Parties (as Recipient) shall ensure that all Confidential Information is:

(a) kept secure and confidential and disclosed to the Recipient’s staff, professional advisers and contractors on a ‘need to know’ basis only; and

(b) not disclosed to any other person outside the Recipient’s organisation without the prior written agreement of the Discloser, except that:

(i) AMEE may make written or other announcements, and include written or other information in its marketing materials, referring to the existence of (but, for the avoidance of doubt, not the terms of) this Agreement and AMEE’s commercial relationship with the Supplier; and

(ii) AMEE may disclose the Supplier’s Confidential Information to any of its sub-contractors to the extent necessary to enable it to provide services to the Supplier under this Agreement.

10.2 Each of the Parties (as Recipient) agrees that it will only disclose Confidential Information to persons who are subject to obligations of confidentiality, in relation to such Confidential Information, which are no less onerous than the obligations of confidentiality to which the Recipient is subject under this Agreement.

10.3 Nothing in this Agreement shall prevent the Recipient from disclosing Confidential Information which:

(a) was previously known to it without obligation of confidence;

(b) was independently developed by or for it;

(c) was acquired by it from a third party which was not under an obligation of confidence with respect to such information;

(d) is or becomes publicly available through no breach of this Agreement; or

(e) the Recipient is required to disclose by order of a court or by a government body or agency.

11. Assignment and sub-contracting

11.1 The Supplier shall not be entitled to assign, transfer or novate its rights and obligations under this Agreement without AMEE’s prior written consent.  The Supplier agrees that AMEE may, without the requirement for further written consent, assign, transfer or novate this Agreement and any of its rights and obligations under it to any member of its corporate group and / or to a purchaser of all or substantially all of its business or assets but that it may not otherwise assign, transfer or novate this Agreement or any of its rights and obligations under it without the Supplier’s prior written consent.

11.2 The Supplier agrees that AMEE may, without the requirement for further written consent, sub-contract any of its obligations under this Agreement to a third party supplier, providing always that such sub-contracting will not relieve AMEE of such obligations to the Supplier.

12. Amendment and waiver

12.1 Subject to Clause 1.6, any changes to this Agreement will only take effect if agreed in writing by both Parties.

12.2 The waiver (which must be in writing) on a particular occasion by either Party of any rights under this Agreement does not imply that other rights are waived.

13. Notices

All notices which either Party is required to give to the other under this Agreement shall be in writing and shall be sent to the address for the other Party given in this Agreement, or such alternative address as such other Party may have provided to the notifying Party in writing from time to time.

14. Third parties

14.1 A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

15. Data protection

15.1 This Clause 17 is without prejudice to Clause 7.  In this Clause 15, the terms “data controller”, “data processor” and “personal data” will have the meanings given to them in European Union Directive 95/46/EC. 

15.2 Save for registration data and/or other data provided by the Supplier for AMEE’s own use, to the extent that AMEE processes personal data in the course of making the AMEE Platform available to the Supplier, or otherwise pursuant to this Agreement (“Data“), AMEE will do so only as a data processor acting on behalf of the Supplier (as the data controller) and in accordance with Supplier’s instructions.

15.3 The Supplier will at all times comply in full with the requirements of any applicable privacy and data protection laws (including, where applicable, European Union Directives 95/46/EC and 2002/58/EC and any national implementation(s) of them) to which it is subject as a data controller (“Applicable Privacy Law”). 

15.4 AMEE will process Data in accordance with the Supplier’s lawful instructions under Applicable Privacy Law and will not: (i) assume any responsibility for determining the purposes for which and the manner in which the Data is processed or (ii) process the Data for its own purposes.

15.5 AMEE will at all times: (i) process Data only for the purpose of making the AMEE Platform available and in accordance with the Supplier’s lawful instructions; and (ii) not divulge the whole or any part of the Data to any person, except to the extent necessary for the proper performance of this Agreement or otherwise in accordance with the Supplier’s lawful instructions.  The Supplier agrees that AMEE may process the Data to create and compile aggregated data and/or statistics about the AMEE Platform to provide to its clients, potential clients and the general public, provided that such aggregated data and statistics will not enable any living individual to be identified.

15.6 AMEE will have in place and maintain throughout the term of this Agreement appropriate technical and organisational measures against accidental or unauthorised destruction, loss, alteration or disclosure of the Data, and adequate security programs and procedures to ensure that unauthorised persons will not have access to any equipment used to process the Data. 

15.7 The Supplier authorises AMEE to subcontract processing of Data under this Agreement to a third party provided that: (i) AMEE provides the Supplier with reasonable prior notice of any such subcontracting; (ii) AMEE flows down its obligations under this Clause to protect the Data in full to any subcontractor it appoints, such that the data processing terms of the subcontract are no less onerous than the data processing terms set out in this Clause; and (iii) AMEE will remain fully liable to the Supplier for the acts, errors and omissions of any subcontractor it appoints to process the Data.

15.8 AMEE will at all times provide an adequate level of protection for Data that it processes on behalf of the Supplier in accordance with the requirements of European Union Directive 95/46/EC.

15.9 AMEE will provide all assistance reasonably required by the Supplier (at the Supplier’s expense) to enable the Supplier to respond to, comply with or otherwise resolve any request, question or complaint received by the Supplier from (i) any living individual whose Data is processed by AMEE on behalf of the Supplier or (ii) any applicable data protection authority.

16. Governing law, jurisdiction and validity

16.1 This Agreement will be governed by and construed in accordance with English law and the Parties agree to submit to the exclusive jurisdiction of the English courts.

16.2 If any part of this Agreement is held by a court to be invalid, unenforceable or illegal, the Parties agree that the remainder of this Agreement shall stand.

 

Leave a Reply

Your email address will not be published.

You may use these HTML tags and attributes: <a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <strike> <strong>