Terms & Conditions

Introduction

Part I. General terms and conditions

1. Parties

• 0. Parties
• 1. amfori
• 2. Users
  • a. General
  • b. Users that are amfori Members
  • c. Authentication
• 3. Representative Users
  • a. Enterprise Users
  • b. Powers of Representative Users
  • c. Liability of Representative Users
• 4. No third party beneficiaries
• 5. No assignment

2. Language

• 1. Terms and Conditions
• 2. Communication
  • a. Rule – understanding
  • b. Outbound
  • c. Inbound

3. Scope – Acceptance

• 0. Scope
• 1. Acceptance of these general terms and conditions
• 2. Acceptance of specific terms and conditions of amfori Framework and/or Services
• 3. Availability of the Terms and Conditions

4. Hierarchy of norms

• 0. Hierarchy
• 1. Mandatory (Belgian) law
  • a. General
  • b. Severability
• 2. General Terms and Conditions
• 3. Specific Terms and Conditions
• 4. Entire agreement
  • a. Rule
  • b. No (purchase) terms and conditions of User
  • c. No bilateral (deviating) agreement

5. Relationship

6. Data

• a. amfori’s discretion
• b. amfori’s baseline use
• c. Data quality
• d. Data received

7. Information security

• 1. General
  • a. amfori
  • b. Users
• 2. Explicit limits
  • a. Confidentiality
  • b. Integrity
  • c. Availability
• 3. Confidentiality of User information provided to amfori
  • a. Supply chain
  • b. Financial information
  • c. Connections
  • d. Technical information for implementation
• 4. Confidentiality of reports
  • a. Audit reports and similar third party reports
  • b. Self-reporting
• 5. Confidentiality of amfori information
  • a. Members-only information
  • b. Particularly shared information
• 6. Confidentiality of information on or from other Users

8. Anti-trust rules

• a. amfori
• b. Users

9. Personal data protection

• 1. Individual Users
• 2. Enterprise Users
  • a. Separate, independent controllership
  • b. Representations and warranties
• 3. International transfer

10. Intellectual property

• 1. No transfer of amfori Intellectual Property Rights
• 2. Display (name and logo) license by amfori
• 3. Display (name and logo) license to amfori

11. Fees and charges

• 1. General
  • a. Fee
  • b. Charges
  • c. Taxes
• 2. Changes to fees
  • a. Indexation
  • b. Other changes
• 3. amfori Members

12. Payments

• 1. General
  • a. Invoices
  • b. Currency
  • c. Payment
  • d. Protest
• 2. Late payment
• 3. Transferability of monetary claims

13. Exception on adimpleti contractus

14. Liability

• 0. Each Party
  • a. Compliance
  • b. Accountability for and joint liability with engaged Third Parties
  • c. Remedies
  • d. Duty to limit damages
  • e. Force majeure a.o. sanctions and embargos
  • f. Statute of limitation
• 1. amfori
  • a. Nature of the duty
  • b. Remediation of the breach of duty
  • c. Types of damages
  • d. Causation
  • e. Capped amount.
  • f. Hardship
  • g. amfori agents
• 2. User
  • a. User account
  • b. Linked Users

15. Communication

• 1. Notices
  • a. General
  • b. Complaints
  • c. Formal notices
  • d. processing time
• 2. Change in structure
• 3. Representative Users
• 4. Representation of amfori
• 5. Chats and calls
• 6. emails

16. Term

• 1. Undetermined term
• 2. Termination for convenience
• 3. Termination for cause
• 4. Automatic termination
  • a. for amfori Members
  • b. for Representative Users
  • c. when the Enterprise User is no longer a legal entity
  • d. in case of insolvency
  • e. Suspension
• 5. Inactivity
• 6. Post-contractual obligations

17. No waiver

18. Interpretation

• 1. General
• 2. Calculating time

19. Applicable law

20. Dispute resolution

• 1. Dispute
• 2. Escalation for amfori Members
• 3. Alternative dispute resolution
• 4. Courts

21. Amendments

• 1. General
• 2. Fees and charges

Part II: Specific terms and conditions for Frameworks

0. General part

• 1. amfori Members

1. amfori BSCI

• 1. Documents
• 2. Minimum Engagement Requirements

2. amfori BEPI

• 1. Documents
• 2. Minimum Engagement Requirements

3. amfori SCGM

• 1. Documents
• 2. Minimum Engagement Requirements
• 3. Fee of the Handler
• 4. (Lead) Respondent Member performing (part of the) SCGM Services

Part III: Specific terms and conditions for Services

1. amfori Sustainability Platform

• 1. Scope
• 2. Contract
  • a. Agreement
  • b. Term
• 3. License
• 4. User
  • a. Technical (minimum) requirements
  • b. Access
  • d. Security
  • e. Feedback
• 5. amfori
  • a. “AS IS”
  • b. Documentation
  • c. Limitation of amfori’s commitment
  • d. Support
  • e. Explicitly reserved rights
• 6. Location

2. amfori API

• 1. Scope
• 2. Contract
  • a. Agreement
  • b. Term
• 3. License
• 4. User
  • a. Technical (minimum) requirements
  • b. Access
  • c. Limitations
  • d. Security
  • e. Feedback
• 5. amfori
  • a. “AS IS”
  • b. Documentation
  • c. Limitation of amfori’s commitment
  • d. Support
  • e. Explicitly reserved rights

amfori offers (1) a number of frameworks to manage aspects of the supply chain like amfori BEPI for environmental aspects, amfori BSCI for social aspects, and amfori QMI for governance aspects [herein: “amfori Frameworks” or “Frameworks”], and (2) a number of services [herein: “amfori Services” or “Services”] to amfori members [as defined in the bylaws of amfori, and herein: “(amfori) Members”), and, to some extent, third parties (mainly “Business Partners”, i.e. suppliers/producers in the supply chain of amfori Members).

Although the Members need to comply with the amfori bylaws and internal rules as far as they apply to them (including the provisions regarding the amfori membership), the amfori bylaws and internal rules mainly focus on the corporate governance of the association and don’t regulate the relationship between amfori and the users of the Frameworks and Services

Therefore, to manage the overall relationship between amfori and the users of the Frameworks and Services in a uniform and consistent way, the terms and conditions thereof will be established by (a) these general terms and conditions and, as the case may be, (b) specific terms and conditions per Framework or Service (jointly herein referred to as the “Terms and Conditions” or the “Agreement”).

The capitalised terms shall have the meaning given to them in these terms and conditions.

0. Parties

The parties to the Agreement relating to a Framework or Service are:

•  amfori
• the User(s).

Herein called a “Party”, and, when a provision applies to both amfori and the User(s) “each Party” or the “Parties”.

 

1. amfori

amfori refers to amfori, an international not-for-profit association (ivzw / aisbl) under Belgian law, having its seat at Avenue de Tervueren 270, 1150 Brussels (Woluwe-Saint-Pierre), Belgium, registered with the Crossroads Bank of Enterprises and VAT authorities under number (BE)0427.557.786.

For the avoidance of doubt, amfori can use third parties to execute all or part of the Frameworks or Services but remains liable – within the confines of the Agreement – for such employed third parties.

 

2. Users

a. General

Users are the legal entities and/or individuals that use the Frameworks and/or the Services [herein referred to as the “Users”].

Users that are individuals can be specifically referred to as “Individual Users”. Users that are legal entities can be specifically referred to as “Enterprise Users”. Enterprise Users must be recognized as a person under the law (“rechtspersoon” / “personne morale”).

When an individual User is employed – in the broadest sense of the word – by the legal entity on behalf of which they use the Framework or Service. In such a situation, the dual usership can be emphasized or made explicit by using the terms “Linked User(s)”, “Linked Enterprise User(s)” and “Linked Individual User(s)“. For example: if an individual trainee uses the training services (physically or online), both the trainee and their employer are (Linked) Users of the training services. The trainee is the Linked Individual User, and their employer is the Linked Enterprise User.

Users confirm that they use the Frameworks and/or Services for professional purposes only. By consequence they cannot be qualified as consumers by any definition.

 

b. Users that are amfori Members

Users can be amfori Members. Amfori Membership may impact the access to some Frameworks or Services and the waiver of fees. Such will, in general, be determined in the specific terms and conditions of the Frameworks or Services.

 

c. Authentication

Users will allow amfori to authenticate them, i.e. to verify their identity, whenever amfori deems necessary. Lack of adequate authentication may lead to amfori suspending the Frameworks and/or Services.

Users can be requested to prove their existence under the law and/or their legal competence (to act). Users commit to respond to such requests promptly and truthfully.

Enterprise Users can be requested (a) to indicate their legal representatives and, as the case may be, persons to which they have given a power of attorney, and (b) to prove the capacity and competence of these persons. Enterprise Users commit to respond to such requests promptly and truthfully.

Users represent and warrant that they use the Frameworks and Services in their own name and on their own behalf. The only exception thereto being the Individual Users employed by Linked Enterprise Users, as such Individual Users also act in the name of and on behalf of the Linked Enterprise User. Users cannot make their (access) credentials or account available for others, not even for Individuals linked to the same Enterprise User.

 

3. Representative Users

a. Enterprise Users

Enterprise Users per se work through Linked Individual Users, that represent them. Therefore, Linked Individual Users of Enterprise Users are also herein referred to as “Representative Users” for the Linked Enterprise User. Representative Users can be the legal representatives of the Enterprise User or a Representative of an amfori Member in the sense of the amfori bylaws, but those notions are to be distinguished and used in their own proper context.

Enterprise Users cannot expect amfori to (be able to) follow up on changes in their Representative Users or their (contact) information, even if such changes have been published via public and/or official channels. Enterprise Users must actively inform amfori of changes relating to their Representative Users within the period of one week after the change becomes effective.

 

b. Powers of Representative Users

Representative Users by their registration as Representative Users of the Enterprise User are granted a power of attorney by the Linked Enterprise User of which the form, content, and other conditions can be further detailed by amfori, to ensure that the Framework and Services can be efficiently and effectively delivered, and the Enterprise User cannot repudiate actions and omissions by their Representative Users.

 

c. Liability of Representative Users

Representative Users are jointly and severally liable with the Linked Enterprise User towards amfori for all their acts and omissions, disregarding whether the acts or omissions were on behalf of the Enterprise User. It is up to the Enterprise User to put in place (organizational) measures, if any, to hold their Representative Users harmless for acts (or omissions) that the Enterprise User acknowledges as performed on their behalf.

 

4. No third party beneficiaries

Unless expressly provided to the contrary, no term or provision of the Agreement is intended to or shall be for the benefit of anybody (person, firm, corporation, or other entity) not a party hereto [herein referred to as a “Third Party”]. No Third Party shall have any right or cause of action under the Agreement.

 

5. No assignment

Users cannot assign or transfer any right, obligation, or the position of them stemming therefrom to a third party without prior written consent from amfori. This includes the transfer in case of a merger or similar restructuring.

 

2. Language

1. Terms and Conditions

The original version of the Terms and Conditions are drafted in English. They can – for ease of access for the User(s) – be translated into other languages. However, only the English version applies. By consequence, in case of a Dispute the English version is used to decide on the dispute.

 

2. Communication

a. Rule – understanding

Communication between amfori and Users is – as a rule – in English.

Any User represents and warrants that they are sufficiently knowledgeable of the English language to understand it and express themselves in it. In other words, lack of knowledge of the English language cannot be an argument in any dispute, in particular, not in a dispute about the applicability of the Terms and Conditions.

 

b. Outbound

amfori can in a certain (geographical) area communicate to the Users in that area in the official or common language in that area but cannot be forced to do so.

 

c. Inbound

amfori can in a certain (geographical) area accept Users communicating in a language other than English, however, such acceptance never applies for formal communication (including Formal Notices), for which English remains the only language to be used.

If and when Users do not do it themselves voluntarily at amfori’s request, amfori is entitled to have deeds, certificates, or official documents presented to amfori translated to English by an accredited (“beëdigd”/“juré”) translator at User’s expense.

 

3. Scope – Acceptance

0. Scope

The Terms and Conditions apply to the respective Frameworks or Service, and to the Users of the respective Frameworks or Service.

 

1. Acceptance of these general terms and conditions

User accepts these general terms and conditions at the earliest of the following:

• when User (that is an amfori Member), becomes an amfori Member,
• when User (explicitly or through their behaviour) accepts specific terms and conditions of a (first) Framework or Service, in writing or via a digital process (e.g. creating an account on a platform),
• when User uses a Framework or Service for the first time.

User accepts changes to these general terms and conditions as per the relevant section on “change” in these general terms and conditions.

 

2. Acceptance of specific terms and conditions of amfori Framework and/or Services

User accepts the specific terms and conditions at the earliest of the following:

• when User (explicitly or through their behaviour) accepts specific terms and conditions of the Framework or Service regulated by the specific terms and conditions, in writing or via a digital process (e.g. creating an account on a platform),
• when User uses the Framework or Service regulated by the specific terms and conditions for the first time.

User accepts changes to the specific terms and conditions as per the relevant section on “change” in these general terms and conditions.

 

3. Availability of the Terms and Conditions

Users can receive a (digital) copy of (the latest version of) the Terms and Conditions

• on the members-only part of amfori’s website, in the documentation section and/or in the personalized dashboard for the amfori Member,
• via simple request directed at info@amfori.org,
• via simple request directed at the Network Representative located in the area where the Users are established, if any (as there are only a limited number of Network areas).

Users can receive a (digital) copy of (the latest version of) these general terms and conditions:

•  on amfori’s website, in the section dedicated to prospective (new) amfori Members,

Users can receive a (digital) copy of (the latest version of) the specific terms and conditions for a Framework or Service, in general,

• in the onboarding process for an online Service.

 

4. Hierarchy of norms

0. Hierarchy

In case of a conflict between provisions in the different sources that define the Agreement between Parties, the following hierarchy is applied, in which the higher listed source prevails over (a) lower listed source(s):

1.     Mandatory (Belgian) law,

2.     Specific terms and conditions,

3.     General terms and conditions,

4.     Schedules to specific terms and conditions if any,

5.     Schedules to (these) general terms and conditions if any.

 

In case of a conflict between provisions at the same level (in the above list), the following hierarchy is applied, in which the higher listed rule prevails over (a) lower listed rule(s):

–        a more specific rule prevails over a more generic rule,

–        a later rule prevails over an older rule.

amfori will try to avoid and prevent conflicts between provisions, amongst others by explicitly addressing potential conflicts in the creation of later documents, amongst other by

–        using recitals that acknowledge the relationship with other documents,

–        explicitly mentioning that a previous document or provision is replaced or amended, or not, and

–        explicitly including transition provisions in case of a transition.

 

1. Mandatory (Belgian) law

a. General

Applicable mandatory law (“dwingend recht”/“droit impératif”), by its nature, takes precedence over the Terms and Conditions.

 

b. Severability

In the event that any one or more of the provisions of the Agreement shall, for any reason, be held to be void, invalid, illegal or unenforceable:

–        the Parties will be relieved of all obligations arising from that provision, but only in so far as that provision is void, invalid, unlawful or unenforceable,

–        such a provision shall be deemed severable, and the remainder shall remain in full force and effect insofar as the remainder shall constitute a workable instrument for the purpose of carrying out the intent of the Parties, and

–        the provision in question will be amended or replaced insofar as this is necessary in order to make it valid, lawful or enforceable, without affecting the spirit of the Agreement.

 

2. General Terms and Conditions

These general terms and conditions apply to all Frameworks and Services.

 

3. Specific Terms and Conditions

Specific terms and conditions (only) apply to the Framework or Service they regulate.

Specific terms and conditions for a Framework or Service can be (in part) defined in this document and/or (in part) defined in a separate document.

4. Entire agreement

a. Rule

The Agreement constitutes the entire agreement between the Parties with respect to the cooperation between Parties and supersedes all previous agreements, promises, proposals, representations, understandings, and negotiations whether written or oral, between Parties with regard to all kinds of cooperation.

 

b. No (purchase) terms and conditions of User

For the avoidance of doubt, any (purchase) terms and conditions of User do not apply in the relationship between amfori and User. To the extent required, User waives any applicability of any such terms and conditions.

 

c. No bilateral (deviating) agreement

The Terms and Conditions prevail over and replace any (past or future) bilateral agreements regarding any Framework or Service.

 

5. Relationship

Parties, unless expressly stated otherwise, do not and did not want to establish any contractual relationship

• that creates any form of employment or dependency,
• that creates any form of corporation, both with and without legal personality, including a partnership of any kind in the sense of common law company law,
• that installs any form of agency, proxy, power of attorney or any other power for one Party to represent the other, or
• that can be qualified as a distribution (services) agreement, such as but not limited to franchise, commercial agency, or concession.

Apart from any explicit deviation from the above, any (re-)qualification of the Agreement in any of the above qualifications does not represent what the Parties have wanted and should make the Agreement null and void, with retroactive effect.

 

6. Data

a. amfori’s discretion

amfori – at its own discretion – determines its data governance, and the supporting data ontology, data classification, data architecture and IT architecture.

 

b. amfori’s baseline use

amfori, while respecting the applicable personal data protection legislation (see below), can use the information of and on Users (amongst others) for the implementation and execution of (incl. the evaluation of, the quality control of, and the improvement of) amfori Frameworks and Services. This may include:

–          the performance of statistical, business intelligence, and other data analysis for its own use, e.g. to provide (aggregated) benchmarks for Users, to develop (artificial) intelligence to install early warning signals,

–          enriching the data points with information amfori deems relevant, e.g. to add identifiers which are (broadly) used like government allotted identifiers or the ones used in the Open Supply Hub (formerly known as Open Apparel Registry),

–          to have experts (e.g. scholars) under a duty of confidentiality (which may allow for publication of the aggregated results e.g. in a paper) perform analyses on the data.

This provision applies to and, when needed, prevails over all specific commitments of confidentiality by amfori in the Terms and Conditions.

 

c. Data quality

Users are responsible for the quality of the data that relates to them (including Linked User data and supply chain data) and any consequences thereof (e.g. correspondence to contact details that are not up-to-date irrefutably being considered to have been received). They must a.o. ensure to keep that information up-to-date, and complete at all times.

With regard to supply chain data, Users should pay special attention to avoid creating duplicate Business Partner accounts and other data pollution.

Users do not have a right to suppress a (third party) opinion of them which is formulated in a respectful and objective way.

 

d. Data received

Legal entities accept to the extent necessary, – through their representatives – that amfori processes the relationship with and the data of related (legal) persons (e.g. parent company, subsidiaries, representatives, beneficial owners) and, where appropriate, ensures that transmission of the data of those persons is legitimate.

 

7. Information security

1. General

a. amfori

amfori, in general, within its means as a not-for-profit Association commits to set up and implement reasonable technical and organizational information security measures, to support the security of the information it handles.

amfori as an organization operates with and through internal staff (employees) and external staff (including contractors and amfori Directors). amfori staff are bound by a duty of confidentiality.

amfori as an organization operates with and through suppliers in support of some of the Frameworks and/or Services (e.g. platform hosting, virtual meeting tools). Such suppliers are bound by a duty of confidentiality, which – for some global IaaS (Information as a Service), PaaS (Platform as a Service), or SaaS (Software as a Service) providers – are part of the suppliers’ general terms and conditions.

Users are aware and acknowledge that amfori can and will share (even confidential) information with its staff and suppliers in the context of the provision of its Services and/or the administration of amfori membership on a need-to-know basis, which is determined at amfori’s full discretion.

Users are aware and acknowledge that email is not considered a secure communication channel and that in general the internet includes vulnerabilities regarding information security. When Users communicate information with amfori via email, they accept the risks of communication over email with amfori (including replies).

 

b. Users

Enterprise Users must instruct their employees and other representatives when accessing confidential information of amfori or of other Users to use such information for the specific purpose only and not to divulge any such information to third parties. Enterprise Users are liable for any breach of confidentiality by their Linked Users or other staff.

 

2. Explicit limits

a. Confidentiality

amfori does not commit to any confidentiality with regard to:

–          amfori Membership of a User,

–          public information, i.e. information that was, is or comes into the public domain or otherwise ceases to be of a confidential nature other than as a result of an act or omission by amfori under the Agreement, e.g. published financial accounts, information on the corporate website, information in newspapers and on the internet in as far as it is not speculation,

–          information that becomes available to amfori on a non-confidential basis from a source other than the User and that such other source is not in breach of a confidentiality agreement with the User,

–          information that is already in the possession of amfori (a) prior to its disclosure by the User and (b) without any obligation of confidentiality or restriction on use by amfori,

–          trivial information, i.e. clearly not trade secret or information sensitive for the corporation so it should not be shared with competitors, which should be treated and marked as such by the disclosing party,

–          information that is separately generated by amfori staff that has not had access to the information,

–          information that amfori needs to disclose based on any applicable law or an order of a court or other authority of competent jurisdiction, in which case amfori (only) commits to limit the information to be transferred to the minimum required.

This provision applies to and, when needed, prevails over all specific commitments of confidentiality by amfori in the Terms and Conditions.

 

b. Integrity

With regard to integrity, reference is made to amfori’s commitment to implement reasonable technical and organizational information security measures, which include measures on integrity.

 

c. Availability

As a rule, amfori does not provide service levels regarding availability of information. Users are advised to keep a copy of any information they may require (on a short notice).

 

3. Confidentiality of User information provided to amfori

a. Supply chain

amfori will keep the information on the entire supply chain of a User confidential.

User is aware that – in the context of some Frameworks or Services – this confidentiality is (partially) lifted for individual needs in the supply chain (i.e. a Business Partner) to allow for the Framework or the Service to adequately work.

 

b. Financial information

amfori will keep the non-public financial information regarding a User confidential, if and when it was indicated as such at the time of its communication to amfori. If financial information provided to amfori is under a legal embargo (e.g. for stock listed companies), the communication of it to amfori should clearly indicate the embargo and its main conditions.

For the avoidance of doubt, this provision does not apply to financial information of the transactions between amfori and Users (such as fees and charges).

 

c. Connections

amfori will keep connections between Users confidential, except towards the Users involved.

 

d. Technical information for implementation

amfori will keep technical information User provided in the context of implementation of the technical parts of a Framework or Service confidential.

 

4. Confidentiality of reports

a. Audit reports and similar third party reports

amfori will keep the information in audit reports and similar third-party reports – including follow-up reports and roadmaps to improvement – on a User confidential.

User is aware that – in the context of some Frameworks or Services – this confidentiality is (partially) lifted towards other Users (e.g. parties upstream or downstream in the supply chain) to allow for the Framework or the Service to adequately work (e.g. in the context of audit quality controls).

 

b. Self-reporting

amfori will keep the information in self-reports – including action plans for improvement – on a User confidential.

User is aware that – in the context of some Frameworks or Services – this confidentiality is (partially) lifted towards other Users (e.g. parties up- or downstream in the supply chain) to allow for the Framework or the Service to adequately work.

 

5. Confidentiality of amfori information

a. Members-only information

Users which are (linked to) amfori Members may receive information that is addressed as “members only”. They should keep that information confidential vis-à-vis parties that are not amfori Members.

 

b. Particularly shared information

amfori may share information with (selected) Users in the context of a project, e.g. the evaluation of an existing Framework or Service, the development of a new Framework or Service for all Users or for a specific target group, etc. Such information is to be considered confidential and must be treated as such by the receiving User, which in principle means that the information should only be used to provide input for the concerned project and must not be shared, not even with Linked Users. The information should be kept in a (digital) location with limited access and should be destroyed at the latest at the end of (User’s engagement with) the project. Users may be asked to explicitly sign a confidentiality commitment which may provide more details on the duty of confidentiality.

 

6. Confidentiality of information on or from other Users

Users may share information with other Users at events, conferences, conventions, meetings (e.g. Network Connect, or the amfori (annual) event), webinars, and other virtual or physical gatherings (herein referred to as “(amfori) Events”). Reference is made to the section on anti-trust rules, which must be respected.

Users must themselves be careful in what they share with each other during amfori events, and outside such events. Nevertheless, Users, towards amfori and towards each other, commit to handle any information received from or on other Users during amfori events with due discretion. Users acknowledge a right of direct action from other Users that have disclosed information to them in the confidence of an amfori event, at least if and when there is harm that is cause by a breach of confidentiality.

 

8. Anti-trust rules

a. amfori

Users acknowledge amfori does not and does not want to

–          enter into any discussion, activity or conduct, that may infringe, on its part or on the part of amfori Members or other Users, any applicable anti-trust rules and other competition law,

–          facilitate or permit collusion, tacit understanding, or agreements between competitors, which violate anti-trust laws, such as (but not limited to),

–          agreements or collusion on price or output which are per se unlawful,

–          agreements among competitors to allocate, divide or assign customers, territories, products or services,

–          agreements between a manufacturer and a dealer to limit that dealer to certain customers or a defined territory, and

–          agreements among competitors to boycott certain suppliers, customers, or competitors.

 

b. Users

Users, if and when sharing information with other Users, must abide by the restrictions imposed by applicable anti-trust rules and other competition law. This includes that Users must not discuss communicate or exchange any commercially sensitive information, including information relating to prices, marketing and advertising strategy, costs and revenues, trading terms and conditions with third parties, including purchasing strategy, terms of supply, trade programmes or distribution strategy. Discussions that appear to lead to a violation of anti-trust rules or other competitions laws must be discontinued immediately, at least until the respective Users have obtained legal advice.

 

9. Personal data protection

1. Individual Users

For Individual Users, which are then by definition data subjects, reference is made to amfori’s general data protection statement on amfori’s website and the specific data protection statement, as provided from time to time when engaging with amfori (e.g. underneath forms).

 

2. Enterprise Users

a. Separate, independent controllership

Users acknowledge the assessment that – under the EU General Data Protection Regulation, in terms of processing of personal data – amfori is a separate controller (and not a data processor) of the personal data for the implementation of the amfori Frameworks and the delivery of the Services, unless explicitly stated otherwise.

 

b. Representations and warranties

Enterprise Users represent and warrant that they have received or had access to, read, and understood amfori’s general data protection statement.

Enterprise Users represent and warrant that the personal data they, directly or indirectly (through others), provide to amfori is legitimately provided, in compliance with the applicable data protection laws, and can be used by amfori and the disclosed (categories of) recipients for the purposes described in amfori’s documentation including amfori’s data protection statements, amfori Framework documentation, and amfori’s policies. This includes a representation that they have adequately and sufficiently informed the data subjects of the data processing, in as far as they were not already informed, and that – where required – adequate consent was captured and can be proven.

Enterprise Users acknowledge that they cannot exercise data subject rights (under the EU General Data Protection Regulation), not even for their Representative Users.

 

3. International transfer

If and when the recipient (Enterprise) User is established or processing the personal data outside of the European Economic Area, or outside a (sector within a) country for which an adequacy decision in the sense of art. 45 GDPR was taken by the European Commission, these Terms and Conditions are considered to include the standard contractual clauses for international personal data transfers as approved by the European Commission pursuant to Article 46(2)(c) GDPR with, in principle, the module “controller-to-controller” being applicable to the transfer. Reference is made to the websites of the European Commission (https://commission.europa.eu and https://ec.europa.eu) where these texts and accompanying documents can be found. The currently applicable version of the standard contractual clauses was approved on 4 June 2021.

Parties agree to clarify the information in the annexes (scope of the data processing, security measures and data processors), if and when requested.

 

10. Intellectual property

1. No transfer of amfori Intellectual Property Rights

Use of amfori Frameworks or amfori Services does not transfer any (amfori) Intellectual Property Rights to User(s). Intellectual Property Rights (IPR) herein refers to patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights and all applications and registration of such worldwide, schematics, industrial models, inventions, know-how, trade secrets, computer software programs, database rights, and other intangible proprietary information.

 

2. Display (name and logo) license by amfori

Users cannot use amfori’s name and/or logo(s) in any manner unless they received a prior and written authorization from amfori to do so.

For amfori Members there is a conditional license, for which the conditions – which are to be complied with strictly – are elaborated in a document which is made available to amfori Members.

For Business Partners of amfori Members there is a conditional license, for which the conditions – which are to be complied with strictly – are elaborated in a document which is made available to amfori Members, who can provide it to their Business Partners.

 

3. Display (name and logo) license to amfori

(Enterprise) Users of an amfori Framework grant amfori with a free, global, non-exclusive license to use their name and logo, which they at first request shall provide to amfori in a useable format, so amfori can use them in the context of publishing the use of one or more amfori Frameworks, or on amfori’s website or in presentation by or on amfori, unless specifically agreed differently. The use should not infringe on the reputation of the (Enterprise) User.

 

11. Fees and charges

1. General

a. Fee

If amfori decides to charge a fee for certain Frameworks and/or Services, the provisions of Sections 11 and 12 of the present General Terms and Conditions are applicable. The fee is determined per Framework and per Service.

 

This fee is to be distinguished from the membership fee, which is addressed in the bylaws of amfori and in its internal rules approved by the General Assembly.

 

b. Charges

For some Frameworks and/or Services charges may apply, which are then either at cost or at cost plus charged on to the User.

 

c. Taxes

amfori can add Value Added Tax (VAT) and other levies, (import or export) duties, and taxes (herein jointly referred to as “Taxes”), if and when applicable, to the Fees and Charges, in accordance with applicable law. Users shall bear all Taxes and ensure that amfori receives the full amount of Fees and Charges.

 

2. Changes to fees

a. Indexation

The fees are automatically indexed to keep up with the cost of living in Belgium. The indexation becomes effective each time the following formula leads to an increase of 10.00 EUR in the specific fee:

 

original fees x new Index

(Indexed) fee = rounded up ( —————————————– )

old index

wherein

• the original fee is the fee as set in the Agreement
• the Index refers to the Belgian index for consumer prices as determined and published by the Belgian government, or should it be suppressed, the index that replaces it
• the old Index is the Index of the month prior to the establishment of the original fee
• the new Index is the Index of the month prior to the indexation

 

b. Other changes

amfori may change fees by posting notice to User’s account and/or to its website. Price increases will be effective 14 days after they are posted. Any price changes will apply to the fees charged to the User immediately after the effective date of the changes, even for Frameworks and/or Services (partially) performed or used in the past (in the case of payment in arrears).

 

3. amfori Members

amfori may – at its discretion – decide for what Frameworks and/or Services the fee and/or charges are waived for Users which are amfori Members that have paid their membership fee and, as the case may be, their Representative Users. amfori may – at its discretion – change its decision and thus render some Frameworks and/or Services subject to payment of a fee or waive fees for Frameworks and/or Services for which in the past a fee was due.

 

12. Payments

1. General

a. Invoices

amfori, if and when required by law, will send an invoice or claim document to the Users, or, as the case may be, the Linked Enterprise Users for actions (and omissions) of Representative Users. Unless explicitly stated otherwise in the specific terms and conditions, amfori will invoice Users on a monthly basis, i.e. per calendar month.

Amfori has the right to correct pricing errors or mistakes even if an invoice was already issued or payment received.

 

b. Currency

Any payments to amfori under the Agreement are to be made in euro.

 

c. Payment

The User receiving the invoice or other request for payment shall pay within thirty (30) calendar days after receipt. The payment is payable and receivable at the corporate seat of amfori. The payment must be made in full at the place and in the manner required by amfori. Any cost of payment must be borne by the User, so amfori receives the full amount claimed.

amfori allocates all sums received from or for a User, regardless of origin, against the User’s debts which amfori wishes to settle as a matter of priority. User, in this context, waives the rules on payment allocation set by non-mandatory applicable law.

Should there be any established and certain (“zeker en vaststaand”/“certain et déterminé”) claim of User on amfori, amfori may choose to net the claim(s) amfori has on the User with the claim(s) the User has on amfori (“schuldvergelijking” / “compensation”). For the avoidance of doubt, there is no need for the claims to be linked in any way and the rule applies disregarding the capacity of User (principal debtor, co-debtor, guarantor, etc.). Should this require the exchange of foreign currency, the exchange is done using the daily rate for the currency in question as used by amfori’s bank.

 

d. Protest

The User receiving the invoice or other request for payment shall raise any protest, in whole or in part, within thirty (30) calendar days after receiving it. A protest is to be considered a Formal Notice and follows the rules on Formal Notices. A protest must be reasonably argued in writing at the time of protest. If amfori does not accept the protest, User must launch the dispute resolution mechanism within thirty (30) calendar days from the receipt of amfori’s refusal.

 

2. Late payment

In case of late payment of the invoice, additional charges automatically and without additional notice become due, and amfori may (at least) suspend the delivery of any Framework(s) and/or Service(s) to the User, and as the case may be Representative Users of the involved Linked Enterprise User.

The additional charges are:

• a lump sum late payment fee of 10% of the amount due, with a minimum of 50 EUR and a maximum of 2,500.00 EUR, and
• interest, calculated on a day-by-day basis, on the amount due at the higher interest rate of
• 12% per year, and
• the interest rate for late payment between enterprises as determined under Belgian law (Act of 2 August 2002, as executed and amended from time to time).

 

3. Transferability of monetary claims

amfori can, at its discretion, transfer any and all monetary claims on Users to third parties, including collection agencies or factoring companies.

 

13. Exception on adimpleti contractus

amfori can at its discretion suspend the delivery of (part of) a Framework and/or Service, without prior notice and without any right to damages inuring to Users, in particular in case of

• a suspected or proven breach of duty under the Agreement by User, or a Linked User (e.g. Representatives Users of the same Enterprise User),
• a suspicion of or proven abuse of the access rights of a User, or a Linked User (e.g. Representatives Users of the same Enterprise User),
• a suspicion of or proven hack or attempted hack (as defined by Belgian criminal law) by a User, or a Linked User (e.g. Representatives Users of the same Enterprise User),
• a suspicion of or proven fraud by a User, or a Linked User (e.g. Representatives Users of the same Enterprise User), or
• a suspicion of or proven (industrial) espionage by a User, or a Linked User (e.g. Representatives Users of the same Enterprise User).

 

14. Liability

0. Each Party

a. Compliance

Each Party is accountable and responsible for its compliance with the applicable legislation and regulation such as tax, social security, registration, etc.

 

b. Accountability for and joint liability with engaged Third Parties

Each Party is – within the limits set for its own liability – accountable, responsible, and liable for any Third Parties they engage(d) in the execution of the Agreement, such as their staff and contractors. In case of direct liability for such Third Party vis-à-vis the opposite Party, the Party that engaged the Third Party is jointly (“hoofdelijk”/”solidairement”) liable with any Third Parties it engaged in the execution of the agreement, vis-à-vis the opposite Party.

 

c. Remedies

Where possible and still relevant, a Party will execute the duty which was breached. If such is a sufficient remedy (e.g. in the absence of other identified or identifiable impact), no other remedies will be due.

Where specific remedies are explicitly foreseen in the Agreement (e.g. late payment), unless agreed otherwise, no other remedies for the addressed breach of duty will be due.

 

d. Duty to limit damages

Each Party incurring damages, in the context of the Agreement, has a duty to – at its own expense – take all reasonable measures to mitigate the damages incurred. Lack of compliance with this duty is sanctioned with any claim for damages being limited to damages as they would have occurred if and when such measures would have been taken by the impacted Party.

 

e. Force majeure a.o. sanctions and embargos

Unless that Party explicitly guaranteed an outcome (“garantieverbintenis” / “obligation de garantie”), a Party is not accountable or responsible for situations which (a) are not caused by it, (b) are out of its control and which it cannot reasonably influence, and (c) which render the execution of an obligation under the Agreement temporarily or permanently impossible for that Party (herein “Force Majeure”). Examples of Force Majeure are war, epidemic, economic sanctions, embargoes, measures taken by a government, denial-of-service attacks, hacks into computer networks. By consequence, the concerned Party cannot be held liable for Force Majeure. In case of temporary Force Majeure, the concerned Party’s obligations are automatically suspended for the duration of the Force Majeure and a reasonable time for recovery as required. In case of permanent Force Majeure or a temporary Force Majeure which is uninterrupted for three (3) months, both Parties may terminate the agreement with immediate effect, without damages for the non-execution of the obligations which are impacted by the Force Majeure.

 

f. Statute of limitation

Civil claims in the relationship between Parties are time-barred (“verval” / “déchéance”) five (5) years after the date on which the breach of duty happened, unless where they are time-barred earlier due to shorter prescription periods under applicable law.

 

1. amfori

The following clarifications regarding the liability of amfori are made, that is in relation to the common law liability regime (“gemeen recht” / “droit commune”).

a. Nature of the duty

The establishment of a breach of duty by a Party must take into account the nature of the duty. Unless explicitly stated otherwise, the duties of amfori are to be considered duties to be executed through applying reasonable effort (“middelenverbintenis” / “obligation de moyen”).

 

b. Remediation of the breach of duty

In case of a breach of duty, amfori must be notified via a Formal Notification and be allowed to remediate the breach of duty within a reasonable time, with a minimum of fourteen (14) days. If the breach of duty was remediated within this timeframe, Users have no claim against amfori. In the absence of the notification, Users have no claim against amfori.

 

c. Types of damages

amfori cannot be held liable for any damages that were or are unforeseen, unforeseeable, indirect, or consequential damages, nor for damages to immaterial assets. This includes increase in overheads, loss due to disruption of planning, or business interruption, loss of profit, image, clients or hoped-for savings, and liability of the impacted User towards third parties.

 

d. Causation

For incidents which are also caused by User or third parties (with the exclusion of the parties engaged by amfori for the delivery of the Framework or Service), amfori can at a maximum be held liable for its part in the damages that are caused. In any case any type of joint liability (“hoofdelijkheid” or “in solidum” / “solidaire” or “in solidum”) with the other parties involved is excluded.

 

e. Capped amount

The general liability of amfori for damages is capped over the span of one calendar year, to the higher amount of:

(a) the fee(s) paid for the affected Framework(s) or Service(s) for the calendar year.

(b) 2,500.00 euro, which is to be indexed based on the Belgian Consumer Index (“consumptieprijsindex”/“index des prix à la consommation”) each 1 January by multiplying this amount to the index of the previous month of December and by dividing the whole by the index of December 2022, and

(c) the amount(s) actually covered by the (professional liability) insurance of amfori.

 

The liability of amfori for damages caused by a gross negligence by amfori is capped at the higher of, over the span of one calendar year:

(a) three times the fee(s) paid for the affected Framework(s) or Service(s) for the calendar year.

(b) 7,500.00 euro, which is to be indexed based on the Belgian Consumer Index ( “consumptieprijsindex”/“index des prix à la consommation”) each 1 January by multiplying this amount to the index of the previous month of December and by dividing the whole by the index of December 2022, and

(c) the amount(s) actually covered by the (professional liability) insurance of amfori.

Other limits in the Agreement still apply.

 

f. Hardship

amfori is not accountable, responsible or liable for situations which:

(a) occur after the setup of the Framework or Service (for all Users or for specific Users).

(b) are not caused by amfori.

(c) are out of its control and which amfori cannot reasonably influence, and

(d) which render the execution of an obligation under the Agreement temporarily or permanently significantly more burdensome for amfori or otherwise significantly and negatively impacts the obligations of amfori (herein “Hardship”). Examples of impacts that are to be considered significantly negative are: an increase of the cost for amfori to deliver the Framework or Service by 10% year over year, changed legislation that requires amfori to change its operating model.

 

In case of Hardship amfori can, at its discretion, choose to suspend the delivery of the Framework or Service, to stop the Framework or Service, (unilaterally) temporarily or permanently change the conditions of delivery of the Framework or Service (including the fees or charges), or take any other measure that are reasonable to alleviate the Hardship.

 

g. amfori agents

amfori directors, officers, employees, or (other) agents cannot be held liable by Users or (other) third parties for any action or omission in the context of their function.

 

2. User

a. User account

User is accountable, responsible, and as the case may be, liable, for and cannot repudiate anything that is done via a User account on a digital platform via which an amfori Framework or amfori Service is delivered (e.g. the amfori Sustainability Platform).

 

b. Linked Users

Enterprise Users are accountable, responsible, and as the case may be, jointly (“hoofdelijke” / “solidaire”) liable, for their Representative Users. This does not dilute the accountability, responsibility, and liability of Representative Users for their own behavior. For the avoidance of doubt, amfori is a third party to the relationship between Linked Users and is held harmless by the Users for the consequences of any unclarity, abuse, miscommunication, or other obstacle in their relationship.

 

15. Communication

1. Notices

a. General

All notices, consents, requests, instructions, approvals, and other communications made, required or permitted hereunder (each herein, a “Notice”) shall be given in writing.

In general, all Notices to amfori concerning the Agreement, are to be sent to the following coordinates:

–        if and when available, the specific form in the amfori Sustainability Platform,

–        if and when available, the specific form on amfori Academy (e.g. to RSVP for a training),

–        if and when available, the specific form on amfori’s website (e.g. to RSVP for an event),

–        if and when communicated, the specific (functional) email address communicated by amfori,

–        otherwise, info@amfori.org and/or amfori’s seat (see above) .

Correspondence via mail (postal services), and via email will be considered “in writing” under the Agreement. However, with regard to correspondence to amfori,

–        for email that will only be so:

o   when the receiving Party has acknowledged receipt within 48 hours (including by replying; excluding automated receipt confirmations, or out-of-office messages), or

o   in case such acknowledgement was not timely received, when the same email has been forwarded to both info@amfori.org and legal@amfori.org.

–        a (postal) mail will only be considered as received for the number of working days after it has been sent which is proven by the postal stamp, depending on the area from which it was sent:

o   when sent from within the European Union: five (5) working days,

o   when sent from outside of the European Union: ten (10) working days.

All Notices to a User are deemed to be received when sent to the last contact details that were duly communicated to amfori.

 

b. Complaints

Notices regarding Complaints must be sent to the following coordinates:

–        info@amfori.org

amfori’s corporate seat (see section on Parties above).

 

c. Formal notices

Notices to amfori with regard to (a) dispute resolution, (b) changes to the Representative Users, (c) changes to the contact details of User and, as the case may be, Representative Users, and/or (d) termination of the Agreement (herein referred to as “Formal Notices”), to be valid, require to be sent to the following coordinates cumulatively:

–        by email to info@amfori.org and legal@amfori.org,

–        if the User is an amfori Member, by email to the amfori Network Representative in the area where the amfori Member is established.

 

d. Processing time

User must take into account that some (types of) Notices require a processing time, e.g. to make the necessary registrations in the (different) systems. amfori cannot be held accountable for any consequences of this processing time (e.g. a former staff member still having access to some accounts as Representative User), as long as it is reasonable.

 

2. Change in structure

Each Enterprise User must, (a) if possible and legally allowed, and (b) if not possible and legally allowed, promptly and at the latest within fifteen (15) calendar days prior, notify amfori of any material changes in its organization and particularly in its commercial or corporate structure due to merger, acquisition, divestiture, or for any other reason (including change of control), that may impact its relationship with amfori (which includes amongst others the proper identification of the Enterprise User).

 

3. Representative Users

Each Enterprise User must timely (and where possible, prior) notify amfori of any changes in the position (e.g. termination of employment) of Representative Users that are linked to the Enterprise User.

For the execution of the agreement Representative Users choose  the addresses of the seat of the Enterprise Users to which they are linked as their domicile (“woonstkeuze doen”/“élir domicile”).

Representative Users acknowledge that the Enterprise User to which they are linked, can change their status (e.g. no longer an employee) and contact details with amfori.

 

4. Representation of amfori

Documents entailing commitments for amfori are required to bear the signature of persons which, pursuant to the amfori bylaws, or to a power of attorney, may legally commit to amfori.

 

5. Chats and calls

Users who conduct discussions in person, by chat, by telephone, or by videoconference (e.g. zoom, teams,) and possibly send requests in that way agree to amfori’s registering and recording the content thereof for later use, e.g. internal drafting of minutes or, if necessary, as proof. amfori may keep these recordings for the period that they may reasonably serve, as the case may be, as proof. Users acknowledge and accept that amfori or the third party engaged by amfori may listen in to or record telephone calls with them for staff training and coaching purposes and to improve quality, security, and processes. Such recordings can be stored for short periods for those purposes.

This arrangement applies, but not exclusively, with regard to evidence of requests via a contact or call centre.

 

6. emails

Users acknowledge and accept that emails to amfori staff may be shared with and/or read by other amfori staff, i.e. to pick up an action point or to ensure the continuity of business.

 

16. Term

1. Undetermined term

The Terms and Conditions apply from the date on which the individual or entity from which the User derives its user rights becomes an amfori Member. They remain in force for an indetermined period, without prejudice to the changes to them in accordance with the relevant section on “change” in these general terms and conditions.

Termination of the Agreement for a specific Framework or Service does not (automatically) end the Agreement for (an)other specific Framework(s) or Service(s). The application of these general terms and conditions cannot be terminated as they are the framework for the specific terms and conditions of Frameworks and Services, and part of the Agreement for those Frameworks and Services.

 

2. Termination for convenience

Any Party can end (the use of) a Framework or Service, by giving the other Party a two-month prior termination notice.

If and when they do not accept changes to the Terms and Conditions (see below), and only before the entry into effect of the amended Terms and Conditions, the User can terminate end (the use of) a Framework or Service, by giving amfori prior termination notice. In that case, no (minimum) termination notice period is required.

For the avoidance of doubt, for amfori Members, the end of (the use of) a Framework or Service, does not in and of itself mean the end of the amfori membership.

 

3. Termination for cause

amfori can end an Agreement out-of-court and with immediate effect, without the User having any claim for damages:

·        if confidence in the User or a Linked User has been seriously impaired (e.g. in the event of fraud, bribery, or if amfori is notified of or notes acts by the User which are incompatible with rules of law or professional ethics, or which are detrimental to amfori, including to amfori’s reputation); or

·        in the event of a material breach of contract by the User or a Linked User. This applies even if a certain period is laid down contractually for the Framework(s) or Service(s) being ceased.

For the avoidance of doubt, amfori, in these cases, can – at its discretion – suspend or otherwise limit the access to some or all Frameworks and/or Services.

 

4. Automatic termination

a. for amfori Members

For Users that are amfori Members and their Linked Users, the Agreement(s) end(s) at the time the amfori membership ends, without prejudice to post-contractual obligations (see below), or other exceptions explicitly foreseen.

 

b. for Representative Users

For Representative Users, the Agreement(s) end at the time the Agreement(s) end(s) with the Enterprise User they are linked to, without prejudice to post-contractual obligations (see below), or other exceptions explicitly foreseen.

 

c. when the Enterprise User is no longer a legal entity

The Agreement(s) end(s) when an Enterprise User is no longer a legal entity (e.g. due to its dissolution) and such is notified to or otherwise known by amfori, without prejudice to post-contractual obligations (see below).

 

d. In case of insolvency

The Agreement(s) end(s) when a bankruptcy or insolvency order is issued by a court over the User and such is notified to or otherwise known by amfori, without prejudice to post-contractual obligations (see below).

 

e. Suspension

For the avoidance of doubt, amfori, in the cases of automatic termination, can – at its discretion – (but does not have to) suspend or otherwise limit the access to some or all Frameworks and/or Services, e.g. should the information on the triggering event not be clear or certain.

 

5. Inactivity

amfori can consider a User to have ended the Agreement for any or all Frameworks or Services if and when the User can no longer be reached due to the contact details no longer being correct or due to the lack of response to requests for action.

amfori can close (User) accounts on which there has been no activity for an entire calendar year, even without notifying the User thereof.

 

6. Post-contractual obligations

Parties are held by the provisions in the Agreement which explicitly determine post-contractual application, or which by their nature are considered to be binding even after the end of the Agreement. Examples of the latter category are:

–        the provisions regarding communication,

–        the provisions regarding confidentiality,

–        the provisions regarding intellectual property,

–        the provisions regarding liability,

–        the provision regarding applicable law,

–        the provisions regarding dispute resolution.

 

17. No waiver

Waiver of rights or claims must be in writing.

The failure of a Party to enforce or require performance of any part of the agreement shall not be deemed a waiver of any present or future right or claim.

The above does not prejudice the application of statute(s) of limitation (“verjaring” or “verval” of a claim/“prescription” or “déchéance” of a claim).

 

18. Interpretation

1. General

In the agreement between Parties, the following rules apply with regard to the interpretation of the agreement:

–          Any reference to this agreement or to any other agreement, document or instrument shall include (without prejudice to any prohibition on amendments) all amendments of whatever nature and extent to this agreement or such other agreement, document, or instrument,

–          Any reference to a provision of law is a reference to that provision as amended or re-enacted,

–          Any reference to an amendment shall include a supplement, novation, restatement, extension or redrafting and the word “amend” and its derivatives shall be construed accordingly,

–          Any references to Sections, Clauses, or Schedules are – unless expressly stated otherwise – to recitals, clauses or schedules of these general terms and conditions,

–          Any references to these general terms and conditions or specific terms and conditions include their respective Schedules and other attachments,

–          English terms to which another language translation has been added in italics shall be interpreted in accordance with such other language translation, disregarding the English term to which such other language translation relates,

–          Any reference to any Belgian legal term or concept from a jurisdiction other than Belgium shall be construed as that legal term or concept, or – should it have been repealed or otherwise have disappeared – as a reference to the term or concept which most nearly corresponds to it,

–          Any reference to a Party or any other person shall be construed so as to include its successors in title, permitted assignees or new parties following a novation,

–          Words such as “hereof”, “herein” or “hereunder” refer (unless otherwise required by the context) to the Agreement as a whole and not to a specific provision of the Agreement,

–          The words “include(s)” and “including” shall be deemed to be followed by the words “without limitation”,

–          The word “should” implies a strong preference and a requirement to document deviation from the statement. The word “must” implies a strong obligation from which deviation is not accepted, but, as the case may be, through an amendment of the contractual provision,

–          All terms defined in the Agreement shall have the same meaning regardless of whether they are used in the singular or plural form and each gender includes the other genders,

–          The headings of the Sections, Clauses and sub-Clauses in the Agreement are for convenience purposes only and shall not affect the interpretation of any provisions hereof.

 

2. Calculating time

The following rules apply in computing any (time) period specified in this agreement:

–          any reference to a time of day is a reference to Central European Time (Brussels time, Belgium, and

–          unless otherwise specified, any (time) period is calculated in business days.

Unless specified otherwise, the (time) periods specified in this agreement start on the day following the day on which the event occurred that triggered the computation and the last day of the period shall be counted as part of the period; if the expiry date of the period is not a business day, the expiry date of the period shall be the next business day. A “business day” shall be any day, other than a Saturday or Sunday, on which banks are open in Belgium.

 

19. Applicable law

Any dispute relating to the Agreement (incl. entering into it and post-contractual obligations) is resolved in accordance with Belgian law, disregarding any provisions making foreign law applicable (“verwijzing”/“renvoi”) and excluding UN Convention on Contract for the International Sale of Goods (CISG).

Unless provided otherwise in the Agreement, the obligations, rights, and recourses mentioned in the Agreement do not affect the rights of the Parties to use other obligations, rights, and recourses from which they benefit by virtue of Belgian law.

 

20. Dispute resolution

1. Dispute

A Dispute is when one Party has a claim on the other Party and that other Party disputes that claim in whole or in part. A Dispute is to be distinguished from a Complaint, which is the expression by one Party of its dissatisfaction relating to the other Party and which can be based on or result in a legitimate claim or not.

Complaints and Disputes should always first as such be notified to the other Party. In that context:

·        Users will preserve the reputation of amfori, the amfori Frameworks and amfori Members.

·        Users acknowledge that any statement, written or verbal, that defames, disparages or in any way criticizes amfori’s business reputation is not permitted. Enterprise Users are liable for any breach hereof by Linked Users.

 

2. Escalation for amfori Members

If User is or represents an amfori Member, the following escalation procedure applies for Disputes.

In case of a Dispute between Parties relating to the Agreement (incl. a Framework or a Service), Parties will – in principle in the following order:

1.     attempt to resolve the Dispute locally, on the level of the amfori Network, if one is active in the area where the amfori Member is established, otherwise the point of contact for the User is the membership team via info@amfori.org;

o   that is attempt to find a(n operational) solution with no financial or legal impact for amfori.

o   if correspondence is unlikely to lead to a possible solution, it should be considered to organize a (virtual) meeting between Parties.

o   for the avoidance of doubt, unless specifically mandated in a written power of attorney, the Network Representative cannot represent amfori for legal acts (e.g. settlement agreements).

2.     if no solution can be found within a reasonable time, the amfori staff member shall – at its own initiative or at the request of the User / amfori Member -, escalate the Dispute to the Head of the amfori department responsible for the Framework or Service, who can then can attempt to find a(n operational) solution;

o   for the avoidance of doubt, unless specifically mandated in a written power of attorney, the Head of the amfori department responsible for the Framework or Service cannot represent amfori for legal acts (e.g. settlement agreements).

3.     if still no solution can be found within a reasonable time, the Head of the amfori department responsible for the Framework or Service can escalate the Dispute to amfori’s top management, that is amfori’s President or a person they mandated or delegated handling Disputes.

o   for the avoidance of doubt, the amfori President can – in accordance with the amfori bylaws – represent amfori for legal acts (e.g. settlement agreements).

 

The above is in the Terms and Conditions referred to as the “Escalation Procedure”.

If and when an agreement is reached on how to solve the Dispute, such is to be clearly documented (including as the case may be the to-dos for a Party and/or financial consequences), as the case may be in meeting minutes, and duly signed by the Parties.

Collection by amfori of payments that are due, do not follow the Escalation Procedure.

 

3. Alternative dispute resolution

If the Escalation Procedure does not lead to a solution to a dispute or if both Parties agree to skip the escalation procedure, or if the Escalation Procedure does not apply (the User not being an amfori Member), a Party can initiate the adjudication of the dispute in accordance with the then applicable Rules of Arbitration of CEPANI (www.cepani.be) by a principle arbitrator appointed in accordance with the said Rules of Arbitration. The seat of arbitration will be Brussels. The language of arbitration will be English.

The above is in the Terms and Conditions referred to as the “Alternative Dispute Resolution” or “ADR”.

 

4. Courts

Any Dispute that could not be resolved within a reasonable time after amicable negotiations and/or the Escalation Procedure, may be brought before the courts of law by one of the Parties, specifically before the competent court of law established in Brussels, French language division.

In case a Dispute is linked to a procedure before the courts, Parties are not bound to follow the Escalation Procedure or the ADR.

 

21. Amendments

1. General

amfori may amend provisions of the Terms & Conditions provided such amendments are notified to Users one month in advance of their entering into effect by means of a Notice or any other appropriate means (e.g. messages in the amfori Sustainability Platform). Linked Users must inform each other of the changes to the Terms & Conditions.

Users are irrefutably deemed to accept each change unless, in the period between being informed of the change and its entering into force, they inform amfori that they choose to end (the use of) the Framework or Service (see higher in the section “Term”) and also – prior to the day of the entry into force of the amendments – effectively stop using the relevant Framework(s) or Service(s).

 

2. Fees and charges

amfori may introduce or change fees and charges for any Framework and/or Service, i.e. to take into account the rise in costs and market developments, provided such changes are notified to Users in advance of their entering into effect by means of a Notice or any other appropriate means (e.g. messages in the amfori Sustainability Platform). Such changes may be put into effect on the next expiry date or, if there is no expiry date, the next time payment is required.

Users are irrefutably deemed to accept each change unless, in the period between being informed of the change and its entering into force, they inform amfori that they choose to end (the use of) the Framework or Service (see higher in the section “Term”) and also – prior to the day of the entry into force of the change – effectively stop using the relevant Framework(s) or Service(s).

0. General part

1. amfori Members

At least at the minimum level defined by the amfori Board of Directors, and only insofar as required under each Section regarding the framework in question in this Part II. Specific terms and conditions for Frameworks, amfori Members subscribe to, adhere to, support, and implement (jointly “engage with”) all amfori Frameworks, which – at present – are:

–          amfori Business Social Compliance Initiative (“(amfori) BSCI”),

–          amfori Business Environmental Performance Initiative (“(amfori) BEPI”),

–          amfori Quality Management Initiative (“(amfori) QMI”),

–          amfori Supply Chain Grievance Mechanism (“(amfori) SCGM”, also known as “Speak for Change”).

 

This commitment entails that amfori Members shall, at least at the minimum level defined by the amfori Board of directors, (“General Minimum Engagement Requirements”), as the case may be in the context of a broader or own ESG policy:

–          subscribe to and adhere to the documents that define each of the amfori Frameworks, from the high-level documents that lay out the core principles of each amfori Framework (the core Framework Documents) to the guidelines for implementation,

–          are supportive of the amfori Frameworks, which includes but is not limited to:

o   (publicly) declaring the participation or encouragement of participation by Business Partners to the amfori Frameworks, e.g. on a section dedicated to sourcing or Environmental, Social and Governance (ESG) on the corporate website, in line with the amfori communication guidelines (e.g. on the use of the amfori logo and boilerplate texts),

o   actively communicating their endorsement of the amfori Frameworks to their Business Partners and stakeholders,

–          (will) implement the (essence of the) amfori Frameworks in their internal organization, which includes but is not limited to:

o   defining an internal approach to implement amfori Frameworks, as the case may be in the context of a larger approach and/or policy (e.g. with regard to supply chain management or sustainability),

o   assigning the appropriate roles and responsibilities for the implementation of the amfori Frameworks,

o   actively communicating their endorsement of the amfori Frameworks to their staff, training relevant staff, and keeping the awareness of the relevant staff on the amfori Frameworks high.

–          (will) reasonably and appropriately implement the (essence of the) amfori Frameworks in their supply chain, which includes but is not limited to:

o   including wording in their agreements with their Business Partners, such as “flow down provisions” (“kettingbedingen”/“clauses de reprise d’obligation”) and separate commitments by their Business Partners,

o   following up on the actual implementation by the Business Partner of the parts of the amfori Framework that are (also) relevant to Business Partners of their kind (e.g. intermediary or producer),

–          (will) (ensure to) allow amfori representatives or assignees to perform quality controls on all activities that are relevant for the engagement with the amfori Framework(s), including, but not limited to access to their Business Partner’s production sites.

 

amfori can provide further guidance on how amfori interprets and what amfori expects from the minimum engagement requirements.

amfori can monitor and evaluate the engagement of amfori Members.

For the avoidance of doubt, amfori does not take up duties in and cannot be held liable in any way for issues in the context of the implementation of the Frameworks in specific cases (e.g. by amfori Members, or by their Business Partners). amfori does not bear any responsibility whatsoever (a) for the respect of human rights and the law or (b) for the actual (full) implementation of the Framework(s) at and by amfori Members and their Business Partners.

Members may utilize systems and frameworks within their operations that reflect responsible sourcing such as those adhered to by amfori to mitigate applicable risks.

 

1. amfori BSCI

These specific terms and conditions apply to all amfori Members that have explicitly or implicitly chosen to engage with the amfori BSCI framework.

 

1. Documents

The core Framework Documents for the amfori BSCI – at present – are:

–          the amfori BSCI Code of Conduct (consultable on the amfori website, specifically on the webpage on BSCI), including its schedules and annexes,

–          the amfori BSCI System Manual (consultable on the amfori website, specifically on the webpage on BSCI), including its schedules and annexes.

 

2. Minimum Engagement Requirements

In addition to the General Minimum Engagement Requirements, an amfori Member’s engagement with amfori BSCI entails that at minimum (“amfori BSCI Minimum Engagement Requirements”) the amfori Member:

–          is onboarded on the amfori Sustainability Platform,

–          allocates sufficient resources to perform all tasks under the BSCI framework,

–          has appointed at least one staff member that is responsible for coordinating amfori BSCI in its supply chain,

–          has the relevant staff members follow the mandatory trainings on the amfori Academy within six (6) months from becoming a member committed to the BSCI framework and thereafter on a regular basis,

–          reads the BSCI system manual and relevant guidance (consultable on the amfori website, specifically on the webpage on BSCI),

–          is encouraged to map and manage its supply chain in the amfori Sustainability Platform,

–          follows the BSCI system processes as described by amfori,

–          provides support to their Business Partners in the process of onboarding the amfori Sustainability Platform and ensures its Business Partners follow amfori’s instructions and/or guidelines amongst others regarding data quality and site profile creation (particularly regarding site classification and production processes),

–          encourages their Business Partners to complete a self-assessment for BSCI on the amfori Sustainability Platform and encourages their business partners to do so for their suppliers (who typically has a contractual relationship with the supplier),

–          may review the results of the self-assessment for BSCI of its Business Partners and assign relevant amfori BSCI monitoring activities,

–          actively engages with Business Partners for which they take lead responsibility in the context of amfori BSCI for and collaborate with other linked amfori Members who may urgently (need to) request improvement activities for these sites,

–          will hold Business Partners accountable for non-compliances identified during the course of the amfori BSCI audit,

–          accepts the General Terms and Conditions for the collaboration with amfori BSCI audit firms (monitoring partners),

–          follows up on monitoring activities for their Business Partners or encourages their Business Partner to do so for their suppliers (who typically has a contractual relationship with the suppliers), which includes risk management, risk mitigation actions, and responsiveness to findings (and particularly findings relating to Zero Tolerance and crucial and high-risk topics) in amfori BSCI audits and to grievance cases including those raised via SCGM,

–          follows up on remediation and continuous improvement activities for their Business Partners or encourages their Business Partner to do so for their suppliers, especially those for which they have taken up responsibility,

–          will align with the requirements as set out in the BSCI Code of Conduct (consultable on the amfori website, specifically on the webpage on BSCI).

 

amfori can provide further guidance on what amfori expects from these amfori BSCI Minimum Engagement Requirements.

 

2. amfori BEPI

These specific terms and conditions apply to all amfori Members that have explicitly or implicitly chosen to engage with the amfori BEPI framework.

 

1. Documents

The core Framework Documents for the amfori BEPI – at present – are:

–          the amfori BEPI Code of Conduct (consultable on the amfori website, specifically on the webpage on BEPI), including its schedules,

–          the amfori BEPI Terms of Implementation (consultable on the amfori website, specifically on the webpage on BEPI), including its schedules .

 

2. Minimum Engagement Requirements

In addition to the General Minimum Engagement Requirements, an amfori Member’s engagement with amfori BEPI entails that at minimum (“amfori BEPI Minimum Engagement Requirements”) the amfori Member:

–          is onboarded on the amfori Sustainability Platform,

–          allocates sufficient resources to perform all tasks under the BEPI framework,

–          has appointed at least one staff member that is responsible for coordinating amfori BEPI in its supply chain,

–          has the relevant staff members follow the mandatory trainings on the amfori Academy within three (3) months from becoming a member committed to the BEPI framework and thereafter on a regular basis,

–          reads the BEPI core documents and relevant guidance (consultable on the amfori website, specifically on the webpage on BEPI),

–          is encouraged to map and manage its supply chain in the amfori Sustainability Platform,

–          follows the BEPI system processes as described by amfori,

–          will hold Business Partners accountable for non-compliances identified during the course of the amfori BEPI assessment and encourages their business partners to do so for their suppliers (who typically have a contractual relationship with the supplier),

–          provides support to their Business Partners in the process of onboarding the amfori Sustainability Platform and ensures its Business Partners follow amfori’s instructions and/or guidelines amongst others regarding data quality and site profile creation (particularly regarding site classification and production processes),

–          encourages their Business Partners to complete a risk assessment for BEPI on the amfori Sustainability Platform and encourages their business partners to do so for their suppliers (who typically has a contractual relationship with the supplier,

–          may review the results of the risk assessment for BEPI of its Business Partners and assign relevant amfori BEPI improvement activities where needed,

–          actively engages with Business Partners for which they take lead responsibility in the context of amfori BEPI for and collaborate with other linked amfori Members who may urgently (need to) request improvement activities for these sites,

–          follows up on monitoring activities for their Business Partners or encourages their Business Partner to do so, which includes risk management, risk mitigation actions, and responsiveness to findings (and particularly findings relating to Zero Tolerance) and to grievance cases,

–          follows up on remediation activities for their Business Partners or encourages their Business Partner to do so for their suppliers, especially those for which they have taken up responsibility,

–          agrees to share and will share data collected through amfori BEPI with amfori, with partners carefully selected by amfori, and with other amfori Members and any organizations mandated to perform amfori BEPI activities on their behalf,

–          will align with the requirements as set out in the BEPI Code of Conduct (consultable on the amfori website, specifically on the webpage on BEPI).

 

amfori can provide further guidance on what amfori expects from these amfori BEPI Minimum Engagement Requirements.

 

3. amfori SCGM

These specific terms and conditions apply to all amfori Members when they engage with BSCI and/or BEPI.

 

1. Documents

The core Framework Documents for the amfori SCGM – at present – are:

–          the amfori SCGM Participation Standards (consultable on the amfori website, specifically on the webpage on SCGM), including its schedules

–          the amfori SCGM Rules of Procedure (consultable on the amfori website, specifically on the webpage on SCGM), including its schedules

 

2. Minimum Engagement Requirements

In addition to the General Minimum Engagement Requirements, an amfori Member’s engagement with amfori SCGM entails that at minimum (“amfori SCGM Minimum Engagement Requirements”) the amfori Member:

–          is onboarded on the “Speak for Change” Platform (the SCGM Case Management System, currently powered by Ulula),

–          follows the mandatory trainings on the amfori Academy,

–          is encouraged to map and manage its full supply chain in the amfori Sustainability Platform,

–          accepts the General Terms and Conditions for the collaboration with SCGM Handlers,

–          takes up responsibility (as “Lead Respondent Member”, who typically has a contractual relationship with the supplier) when the SCGM framework prescribes such,

–          follows up on investigation and remediation activities for its Business Partners or through their business partners (who typically has a contractual relationship with the supplier), especially those for which they have taken up responsibility,

–          respects and complies with the normative framework of SCGM, including the Rules of Procedure and Participation Standards (consultable on the amfori website, specifically on the webpage on SCGM).

amfori can provide further guidance on what amfori expects from these amfori SCGM Minimum Engagement Requirements.

 

If Members have systems and frameworks within their operations that they implement to mitigate applicable risks that align with the essence of the amfori SCGM Framework, they can refer to these detailed requirements.

 

The member agrees, at a minimum, to share a high-level overview of the investigation process and outcome, where appropriate and not subject to privilege.

 

3. Fee of the Handler

The Lead Respondent Member shall appoint an investigation and/or remediation handler from a pool of local, independent handlers set up by amfori in order to conduct the investigation and/or remediation in the context of Speak for Change (“Handler”). The Lead Respondent Member has the contractual relationship with the Handler and pays the fee of the Handler to the Handler in full.

All amfori Members linked to the case commit to contribute and pay their equal share in the fee of the Handler (herein: Handler Fee Contribution). Unless agreed otherwise between all amfori Members linked to the case, this Handler Fee Contribution is calculated by dividing the Handler’s fee by the number of amfori Members linked to the case (including, for the avoidance of doubt, the Lead Respondent Member). In case one amfori Member linked to the case is (definitively) unable to contribute (e.g. due to a bankruptcy), the other amfori Members linked to the case will take on the part of that amfori Member, distribute in the same way amongst the remaining amfori Members linked to the case.

 

amfori may facilitate this contribution by the amfori Members linked to the case, e.g. by having the Lead Respondent Member invoice the Handler’s fee minus the Handler Fee Contribution of the Lead Respondent Member to amfori, by (then) invoicing the separate Handler Fee Contributions to the respective amfori Members linked to the case, and by paying the Lead Respondent Member when paid by the other amfori Members linked to the case. When invoicing the separate Handler Fee Contributions to the respective amfori Members linked to the case, amfori may charge a markup of up to 15% of the Handler Fee Contributions, as a fee for the administrative work of amfori.

 

4. (Lead) Respondent Member performing (part of the) SCGM Services

If a (Lead) Respondent Member performs part or all of the SCGM services,

–          that party is bound to perform those services in line with the General Terms and Conditions for the collaboration with SCGM Handlers, interpreted from that specific situation,

–          the cost for those services cannot be charged to the (other) Respondent Members nor to amfori.

 

5. Power of Attorney to amfori  

The (Lead) Respondent Member(s) give a power of attorney to amfori so amfori can, at amfori’s discretion and without a duty to do so, support in the enforcement of the investigation and/or remediation assignment they gave to a Handler.

1. amfori Sustainability Platform

1. Scope

These specific terms and conditions apply to the provision and use of the platform provided by amfori to manage the performance in terms of sustainability of supply chains of amfori Members, herein (amfori) “amfori Sustainability Platform”.

 

2. Contract

a. Agreement

These specific terms and conditions for the amfori Sustainability Platform, as a Service provided by amfori, together with amfori’s general terms and conditions, form the agreement between amfori and the User of the amfori Sustainability Platform (herein “Agreement”), and describe their rights and responsibilities when (User is) accessing and using (the data on) the amfori Sustainability Platform.

amfori’s general terms and conditions are available on the amfori website and at request to info@amfori.org. User acknowledges having read, understood, and accepted them.

 

b. Term

Upon termination of the Agreement,

–          all rights and licenses granted to User will end immediately,

–          User will promptly destroy copies of any documentation and any other information in their possession or control that was received under the Agreement, except when and to the extent doing so would cause User to violate any law or obligation imposed by a governmental authority and you notify amfori in writing and in detail about such legal obligation.

 

3. License

Subject to the restrictions herein, amfori grants / may grant the (Enterprise) User that is an amfori Member a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use amfori API only as necessary to develop, test, use and support an application (an “Application“) that interoperates with amfori Services (e.g. the amfori Sustainability Platform).

User may not sell, rent, lease, sublicense, redistribute, provide or facilitate in any other way access to any of amfori APIs.

 

4. User

a. Technical (minimum) requirements

User must at its own cost ensure that the technical (minimum) requirements to access and use the amfori Sustainability Platform are met. Such requirements can be documented by amfori in the (technical) documentation made available by amfori to Users, in any form it decides, e.g. pdf documents on the amfori website (“Documentation”).

In any case, User must implement reasonable and appropriate measures designed to help secure his access to and use of the amfori Sustainability Platform and not jeopardizing the security of the amfori Sustainability Platform.

 

b. Access

User must use the amfori Sustainability Platform only in accordance with this Agreement and comply with the acceptable use policy issued by amfori, if any.

User will only use the amfori Sustainability Platform for use within its organization, which in principle is the remit of (and the staff of) its legal entity or the legal entities of their group as defined in Belgian corporate law.

 

c. Limitations

User will not:

–          access or use the amfori Sustainability Platform in violation of any law or regulation, or rights of other persons,

–          use the amfori Sustainability Platform in a manner that adversely impacts amfori’s systems,

–          access the amfori Sustainability Platform in any manner that (i) compromises, breaks or circumvents any of the technical, administrative, process or security measures, (ii) disrupts or degrades the performance of the Services, (iii) poses a security vulnerability to amfori, amfori Members or (other) users of the Services, or (iv) tests the vulnerability of amfori systems or networks,

–          transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data,

–          request more than the minimum amount of data from amfori API needed by your application to provide User the intended application functionality,

–          remove or destroy any (copyright) notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the API,

–          access the amfori Sustainability Platform in order to replicate or compete with the Services,

–          attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of the amfori Sustainability Platform or Services,

–          use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the amfori Sustainability Platform,

–          use or access the amfori Sustainability Platform for purposes or monitoring the availability, performance or functionality of any of amfori’s Frameworks or Services or for any other benchmarking or competitive purposes,

–          distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by the Agreement to any third party,

–          buy, sell, or transfer amfori Sustainability Platform keys,

–          allow or assist any government entities, law enforcement, or other organizations to conduct surveillance or obtain data using User’s access to the amfori Sustainability Platform in order to avoid serving legal process directly on amfori,

–          use a single amfori Sustainability Platform key for multiple use cases or Applications,

–          use multiple application amfori Sustainability Platform keys for the same use case or Application,

–          falsify or alter any unique identifier in, or assigned to User’s Application, or otherwise obscure or alter the source of queries coming from an Application,

–          attempt to use the amfori Sustainability Platform in a manner that exceeds rate limits, or constitutes excessive or abusive usage.

 

d. Security

The Application shall operate with the amfori Sustainability Platform in a secure manner and the User’s network, operating system, and the software of the User’s servers, databases, and computer systems (referred to as “User Systems” hereinafter) shall be properly configured and the User shall securely operate the Application and store content obtained via the amfori Sustainability Platform in the Application. The Application must use reasonable security measures to protect the personal data and other (confidential) information of amfori, amfori Members and their Business Partners, or third parties.

 

User shall promptly report any security deficiencies in, or intrusions to, User Systems to amfori (e.g. by email to info@amfori.org or in case of a potential data breach also to dataprotection@amfori.org), if these deficiencies or intrusions could result in unauthorized access to data stored by or on behalf of amfori.

 

e. Feedback

If User sends amfori any feedback or suggestions regarding the API, there is a chance amfori will use it, so – in the case such feedback or suggestion would be subject to intellectual property rights – User by providing the feedback or suggestion per se grants amfori an unlimited, irrevocable, perpetual, sublicensable, transferable, (royalty-)free license to use, reproduce, disclose, and otherwise exploit any such feedback or suggestions for any purpose without any restriction or attribution, obligation, or compensation to User. The feedback and suggestions will not be considered to be confidential.

 

5. amfori

a. “AS IS”

Except as expressly provided for herein, the amfori Sustainability Platform and all related components and information are provided by amfori on an “as is” and “as available” basis without any warranties of any kind, and amfori expressly disclaims any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. User acknowledges that amfori does not warrant that the api will be uninterrupted, timely, fully secure, or error-free.

No information, advice or services obtained by user from amfori or through the documentation, if any, shall create any warranty not expressly stated in this agreement.

 

b. Documentation

amfori may, but is not obligated to, make (technical) documentation available for Users, in any form it decides, e.g. pdf documents on the amfori website.

 

c. Limitation of amfori’s commitment

amfori has no obligation:

–          to make available, to keep making available, or to meeting a certain level of availability for the amfori Sustainability Platform,

–          to provide an amfori Sustainability Platform with specific functionalities,

–          to ensure backward compatibility of changes to the amfori Sustainability Platform,

–          to ensure that the Documentation, if any, is all-encompassing.

 

d. Support

amfori may, in its sole discretion, elect to provide Users with support (e.g. during implementation or through a helpdesk) or modifications for the amfori Sustainability Platform (herein “Support”), and may terminate such Support at any time without notice.

 

e. Explicitly reserved rights

amfori explicitly retains all rights not expressly granted by the Agreement.

amfori explicitly reserves a right to:

–          set and enforce limits on the use of the amfori Sustainability Platform (e.g. limiting the number of requests that you may make or the number of Merchants you may serve), in its sole discretion,

–          suspend, terminate, or limit the use of the amfori Sustainability Platform in the event User uses the API in a way that is deemed excessive, in violation of the Agreement, or detrimental to amfori, amfori Members or their Business Partners, or other persons,

–          audit User’s Application to ensure it does not violate this Agreement or amfori policies. The User agrees that they will cooperate with inquiries related to such an audit and provide amfori with proof that their application complies with this Agreement or amfori policies,

–          charge fees for access or use of the amfori Sustainability Platform, for uses over a certain threshold, or for certain uses, or for auxiliary Services (like Support or certain types of Support).

 

6. Location

Parties acknowledge that the hosting of the amfori Sustainability Platform is done with Amazon Web Services (AWS), located within the European Union.

 

2. amfori API

1. Scope

If Parties agree that amfori, at the request of a Member, develops an Application Programming Interface (herein “(amfori) API”), these specific terms and conditions apply to this API provided by amfori.

 

2. Contract

a. Agreement

These specific terms and conditions for API, as a Service provided by amfori, together with amfori’s general terms and conditions, form the agreement between amfori and the User of the API (herein “Agreement”), and describe their rights and responsibilities when (User is) accessing the API.

amfori’s general terms and conditions are available on the amfori website, in the member-only section of it, and at request to info@amfori.org. User acknowledges having read, understood, and accepted them.

 

b. Term

Upon termination of the Agreement:

–          all rights and licenses granted to User will end immediately,

–          User will promptly destroy copies of any Documentation and any other information in their possession or control that was received under the Agreement, except when and to the extent doing so would cause User to violate any law or obligation imposed by a governmental authority and will notify amfori in writing and in detail about such legal obligation..

 

3. License

Subject to the restrictions herein, amfori grants / may grant the (Enterprise) User that is an amfori Member a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use amfori API only as necessary to develop, test, use and support an application (an “Application“) that interoperates with amfori Services (e.g. the amfori Sustainability Platform).

User may not sell, rent, lease, sublicense, redistribute, provide or facilitate in any other way access to any of amfori APIs.

 

4. User

a. Technical (minimum) requirements

User must at its own cost ensure that the technical (minimum) requirements to use the API are met. Such requirements can be documented by amfori in the (technical) documentation made available by amfori to Users, in any form it decides, e.g. pdf documents on the amfori website (“Documentation”).

In any case, User must implement reasonable and appropriate measures designed to help secure his access to and use of the API and not jeopardizing the security of the API.

 

b. Access

User must use the APIs only in accordance with this Agreement and comply with the acceptable use policy issued by amfori, if any.

User will only use the amfori APIs for use within its organization, which in principle is the remit of (and the staff of) its legal entity or the legal entities of their group as defined in Belgian corporate law.

 

c. Limitations

User will not:

–          access or use amfori API in violation of any law or regulation, or rights of other persons,

–          use the API in a manner that adversely impacts amfori’s systems,

–          access amfori API in any manner that (i) compromises, breaks or circumvents any of the technical, administrative, process or security measures, (ii) disrupts or degrades the performance of the Services, (iii) poses a security vulnerability to amfori, amfori Members or (other) users of the Services, or (iv) tests the vulnerability of amfori systems or networks,

–          transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data,

–          request more than the minimum amount of data from amfori API needed by your Application to provide User the intended Application functionality,

–          remove or destroy any (copyright) notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the API,

–          access amfori APIs in order to replicate or compete with the Services,,

–          attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of amfori API or Services

–          use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API,

–          use or access the API for purposes or monitoring the availability, performance or functionality of any of amfori’s Frameworks or Services or for any other benchmarking or competitive purposes,

–          distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by the Agreement to any third party,

–          buy, sell, or transfer API keys,

–          allow or assist any government entities, law enforcement, or other organizations to conduct surveillance or obtain data using User’s access to the API in order to avoid serving legal process directly on amfori,

–          use a single API key for multiple use cases or Applications,

–          use multiple application API keys for the same use case or Application,

–          falsify or alter any unique identifier in, or assigned to User’s Application, or otherwise obscure or alter the source of queries coming from an Application,

–          attempt to use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.

 

d. Security

The Application shall operate with amfori API in a secure manner and the User’s network, operating system, and the software of the User’s servers, databases, and computer systems (referred to as “User Systems” hereinafter) shall be properly configured and the User shall securely operate the Application and store content obtained via the API in the Application. The Application must use reasonable security measures to protect the personal data and other (confidential) information of amfori, amfori Members and their Business Partners, or third parties.

User shall promptly report any security deficiencies in, or intrusions to, User Systems to amfori (e.g. by email to info@amfori.org or in case of a potential data breach also to dataprotection@amfori.org), if these deficiencies or intrusions could result in unauthorized access to data stored by or on behalf of amfori.

 

e. Feedback

If User sends amfori any feedback or suggestions regarding the API, there is a chance amfori will use it, so – in the case such feedback or suggestion would be subject to intellectual property rights – User by providing the feedback or suggestion per se grants amfori an unlimited, irrevocable, perpetual, sublicensable, transferable, (royalty-)free license to use, reproduce, disclose, and otherwise exploit any such feedback or suggestions for any purpose without any restriction or attribution, obligation, or compensation to User. The feedback and suggestions will not be considered to be confidential.

 

5. amfori

a. “AS IS”

Except as expressly provided for herein, the api and all related components and information are provided by amfori on an “as is” and “as available” basis without any warranties of any kind, and amfori expressly disclaims any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. User acknowledges that amfori does not warrant that the api will be uninterrupted, timely, fully secure, or error-free.

No information, advice or services obtained by user from amfori or through the documentation, if any, shall create any warranty not expressly stated in this agreement.

 

b. Documentation

amfori may, but is not obligated to, make (technical) documentation available for Users, in any form it decides, e.g. pdf documents on the amfori website, Github, SwaggerHub, …

 

c. Limitation of amfori’s commitment

amfori has no obligation:

–          to make available, to keep making available, or to meeting a certain level of availability for the API,

–          to provide an API with specific functionalities,

–          to ensure backward compatibility of changes to the API,

–          to ensure that the Documentation, if any, is all-encompassing.

 

d. Support

amfori may, in its sole discretion, elect to provide Users with support (e.g. during implementation or through a helpdesk) or modifications for the API (herein “Support”), and may terminate such Support at any time without notice.

 

e. Explicitly reserved rights

amfori explicitly retains all rights not expressly granted by the Agreement.

amfori explicitly reserves a right to:

–          set and enforce limits on the use of the API (e.g. limiting the number of requests that you may make or the number of Merchants you may serve), in its sole discretion,

–          suspend, terminate or limit the use of the API in the event User uses the API in a way that is deemed excessive, in violation of the Agreement, or detrimental to amfori, amfori Members or their Business Partners, or other persons,

–          to audit User’s Application to ensure it does not violate this Agreement or amfori policies. User agrees that they will cooperate with inquiries related to such an audit and provide amfori with proof that their application complies with this Agreement or amfori policies,

–          charge fees for access or use of the API, for uses over a certain threshold, or for certain uses, or for auxiliary Services (like Support or certain types of Support).