EcoVadis -– GENERAL TERMS & CONDITIONS
1. Definitions
“Affiliate” means any corporation or other 
legal entity that controls, is controlled by, or is
under common control with a Party.
“Assessed company(ies)” means any
business entity registering on the Solution to
provide information on its Corporate Social
Responsibility (CSR) / Sustainability practices,
upon request by a Requesting company or
voluntarily.
“Control” means, for purposes of the
definitions of “Affiliate” and “Subsidiary” (a) with
respect to a corporation, the control or
ownership (directly or indirectly) of fifty percent
(50%) or more of the shares or securities of
such corporation representing the right to vote
for the election of directors, and (b) with respect
to any other legal entity, fifty percent (50%) or
more ownership interest or control representing
the right to make decisions for such entity. An
Affiliate or Subsidiary qualifies as such only for
so long as such control exists.
“Directory” means the compilation of a
database containing general Scorecard
attributes across all Assessed companies,
including each entity’s name, physical location,
industry, website, status (assessed/not
assessed), percentile quartile achievement,
Scorecard publication and expiration date and
performance medals achieved as a result of the
assessment.
“EcoVadis” means EcoVadis Simplified Joint -
Stock Company, registered at the Paris Registry
of Trade & Companies under the number 497
842 914.
“EcoVadis Business Partners” means
companies offering IT solutions to their clients,
which solution is integrated with the EcoVadis
Solution and EcoVadis certified training
partners.
“Requesting company(ies)” means any
company subscribing to the Solution enabling it
to access information regarding the CSR /
Sustainability performance of its trading partners
and/or of its own Subsidiaries.
“Scorecard” means a summary of the
Assessed company’s CSR / Sustainability
assessment results. Scorecard can include (i)
quantitative ratings; (ii) qualitative information on
the Assessed company's practices; (iii)
benchmarking of all Assessed companies'
performance; and (iv) 360° stakeholders’
information watch.
“Service” means the Assessed company’s
CSR / Sustainability performance assessment
and monitoring service, and its associated
support.
“Solution” means the EcoVadis online
platform enabling the management of
information and documents related to CSR /
Sustainability. The platform is accessible at
www.ecovadis.com.
“Subsidiary” means any corporation or other
legal entity is controlled by a Requesting
Company.
“Users” means, collectively, Assessed
companies and Requesting companies.
2. Purpose
EcoVadis operates a service on behalf of
Users aimed at monitoring the CSR /
Sustainability performance of Assessed
companies, which service includes the Service
and the Solution. Access to this Service and use
of the Solution are strictly subject to these
General Terms & Conditions (hereinafter
collectively referred to as the “Agreement”).
3. Confidentiality
3.1 Except as otherwise expressly authorized
by the other Party, EcoVadis and the Users shall
only use the information and documents, of any
nature whatsoever concerning the other Party,
to which they might have access during or in
connection with the use of the Solution, for the
purpose of this Service. The content of
assessment questionnaires and information
related to the EcoVadis assessment
methodology is considered as confidential
information.
3.2. For purposes of the Service, the
Assessed company grants EcoVadis the
non-exclusive and royalty-free right, on a
worldwide basis, to host, store in cache mode,
process, reproduce, and display, the information
the Assessed company will supply in the course
of or in connection with the use of the Solution
(the “Data”), and to use such Data to develop
the EcoVadis database. The Assessed company
warrants and represents that it has all the rights
and authorizations that are necessary to use the
Data for purposes of the Service, and that it can
freely grant the above license rights.
3.3. Section 3.1 shall not apply to information
in the public domain or to information known by
the other Party prior to the performance of the
Service. Each Party may disclose, without prior
notification, approval or consent by the other
Party, to tax authorities, local or governmental
authorities and courts any confidential
information that is required to be disclosed by
law, as well as to such Party's representatives,
external counsels and advisors, or for audit
purposes.
3.4 Notwithstanding Section 3.1 above, the
Assessed company’s Scorecard will be shared
automatically via the Solution with the
Requesting company (or group of Requesting
companies in the case of sector initiative or
individual companies within a group of
Requesting companies) after seven (7) calendar
days from the date of the request to share the
Scorecard, unless the Assessed company
objects to the sharing within the above
mentioned deadline of seven (7) calendar days
by selecting an option to reject the request,
available on the Solution.
The sharing request will be sent by email to
designated Assessment Administrator(s) and it
is the responsibility of the Assessed company to
ensure that the provided email address(es) are
correct and updated when required.
The above rules only apply to the recurrent
sharing of a valid Scorecard. The initial
Scorecard is simultaneously released for the
Assessed and the initial Requesting company
(or group of Requesting companies in the case
of sector initiative or individual companies within
a group of Requesting companies).
Additionally, the Assessed company will have
the possibility to manage via the Solution the
sharing options regarding its Scorecard in order
to allow to use the Scorecard by certain
Requesting companies (or group of Requesting
companies in the case of sector initiatives or
individual companies within a group of
Requesting companies) subscribing to the
GTC – 2019.09 1
Service via the Solution or via the Requesting
companies’ internal IT systems using third-party
software integrating with or otherwise
connecting to the Solution.
3.5. To facilitate ease of identifying and
connecting with current and prospective
business partners, the Assessed company
grants EcoVadis and its Affiliates the right to
display Directory information on the Solution,
and to share this information with EcoVadis
Business Partners who may also display such
information on their platforms.
3.6. In regards to the Assessed companies'
Directory information, the Assessed company
grants EcoVadis and its Affiliates the right to
share, communicate and promote this
information through any support channels and in
any media, including in digital media and
channels.
4. Responsibility of EcoVadis
4.1. The Service shall be accessible by the
Users at any time, 24 hours a day, 7 days a
week, except during maintenance periods.
EcoVadis shall not be responsible for any
network-related failures, interruptions, outages,
delays, system unavailabilities and other
connectivity problems affecting the Solution or
the Service. In the event that EcoVadis
becomes aware of a data breach incident likely
to severely compromise the security of the
Solution or of the Service, or of the Users' Data,
EcoVadis may, without notice, suspend
momentarily the access to the Solution and to
the Service in order to remedy the security
breach in a timely manner. In such event,
EcoVadis shall not incur any liability to Users
and Users shall not seek any compensation
whatsoever from EcoVadis.
4.2. EcoVadis does not warrant any results
from the use of the Service and shall only be
held to an obligation to use best endeavors
("obligation de moyens"). EcoVadis does not
warrant that the functionalities of the Solution or
of the Service will meet the Users' requirements.
The Solution and the Services shall be regarded
only as a decision-making tool and EcoVadis
cannot be and is not liable for any decision
taken by the User on such basis. The Parties
hereby acknowledge that no software is
error-free and that not all software errors can be
corrected in a cost-effective manner or even that
they need to be corrected.
4.3. Assessed company shall receive its
score/medal based on the disclosed information
and news resources available to EcoVadis at
the time of assessment. Should any information
or circumstances change materially during the
period of the Scorecard / medal validity,
EcoVadis reserves the right to place the
business’ Scorecard / medal on hold and, if
considered appropriate, to re-assess and
possibly issue a revised Scorecard / medal.
5. Responsibility of Users
5.1 The User agrees not to (i) interfere with or
attempt to interfere with the proper working of
the Solution; (ii) post or send to the Solution
anything that contains a virus, or any harmful
files (iii) reverse engineer the Solution.
5.2 The User is solely and uniquely
responsible for the confidentiality of its
employee’s username and password. It shall
immediately notify EcoVadis of any
unauthorized use of personal login data. In the
absence of any such notification, all information
received by EcoVadis from someone using the
login and password of the User will be
considered as having been sent by the User.
6. Responsibility of the Assessed
Company
6.1. The Assessed company shall cooperate
with EcoVadis and ensure that it supplies in a
timely manner to EcoVadis the data, information
and documentation that are appropriate for or in
connection with the operation of the Service.
6.2. The Assessed company shall ensure that
all data communicated is accurate, faithful and
complete, and agrees not to post or transmit to
the Solution any unlawful, fraudulent, harassing,
libelous, or obscene data.
6.3. The Assessed company shall appoint an
administrator of its account created on the
Solution. Contact information of this
administrator shall be visible to all Users that are
part of the Assessed company's EcoVadis
network.
7. Indemnification
7.1. Users Indemnity. The Users shall
indemnify, defend and hold EcoVadis harmless
from and against any losses, damages,
liabilities, claims and expenses of whatever kind,
incurred by EcoVadis in connection with any
claim made against EcoVadis that arises out of
or relates to (i) any breach of any
representations, warranties, covenants, or
obligations of the Assessed company (ii) the
consequences of any unlawful, fraudulent,
harassing, libelous, or obscene data, information
or documents provided to EcoVadis.
7.2. EcoVadis Indemnity. Subject to Article
11, in the event that the Service infringe any
intellectual property rights of a third party not
associated with the User, EcoVadis will defend
the Assessed Company against any claim of
such infringement, and shall pay any monetary
judgments, reasonable and related attorneys'
fees, and costs finally awarded to the third party
for such infringement, or any settlement of such
claim to which EcoVadis has agreed. The
foregoing obligation does not apply to any claim
arising out of or relating to any (a) access to or
use of the Service in combination with any
hardware, system, software, network or other
materials or service not provided or authorized
in writing by EcoVadis; (b) modification of the
Service other than (i) by or on behalf of
EcoVadis; or (ii) with EcoVadis’s written
approval; (c) Users Indemnity under Section 7.1
above.
7.3. Indemnification Process. The foregoing
indemnification obligations are conditioned on
the indemnified party: (a) notifying the
indemnifying party promptly in writing of such
action, (b) reasonably cooperating and assisting
in such defense and (c) giving sole control of the
defense and any related settlement negotiations
to the indemnifying party with the understanding
that the indemnifying party may not settle any
claim in a manner that admits guilt or otherwise
prejudices the indemnified party, without
consent.
7.4. Mitigation. If any Service is, or in
EcoVadis’s opinion, is likely to become the
subject of any infringement-related claim, then
EcoVadis will, at its expense and in its
discretion: (a) procure for the User the right to
continue using the Service; (b) replace or modify
the infringing technology or material so that the
Service becomes non-infringing and remains
materially functionally equivalent; or (c)
terminate the Agreement and give the User a
refund for any pre-paid but unused fees.
8. Subscription and fees
8.1. Use of the Solution by the Assessed
company is conditioned by the payment of all
applicable fees, including a non-refundable,
annual or multi-year subscription fee dependent
on the plan that the Assessed company has
selected, as detailed on fees.ecovadis.com. Use
of the Solution is free, during the initial twelve
(12) months only in the case where the initial
subscription fee is paid by a Requesting
company. All payments are due upon receipt.
Local taxes, including withholding tax shall be
paid by the User or respectively shall be
charged to the User and their amounts shall not
be deducted from the subscription fee.
8.2. Subject to the Assessed company’s right
to terminate this Agreement in accordance with
Article 12, EcoVadis reserves the right to revise
its annual subscription fee schedule and/or
implement a different pricing model or additional
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fees to be paid, at any time and without incurring
any liability whatsoever towards the Users.
8.3. A processing charge will apply for any
method of payment other than credit card.
Details of processing fees are indicated on
support.ecovadis.com, under “Plans,
Subscription & Billing”. Assessed companies
with a billing address within the European Union
(including the UK) are invoiced in euros only; all
other companies can select between invoicing in
euros or in U.S. dollars. Bank-related fees (wire
transfer and currency exchange fees, if any), as
well as any debt collection services-related fees,
shall be borne by the Assessed company. Any
failure by the Assessed company to make any
payment when due may result in late payment
fees on the past due amount at an amount
corresponding to three (3) times the interest rate
permitted under applicable law in France.
9. Intellectual property rights
The entirety of content on the Solution,
including all methodologies, procedures,
management tools, workshops, manuals,
software packages, databases, questionnaires,
designs, ideas, inventions, expertise,
commercial methods, analysis methods,
assessment methodologies, assessment results
and all other rights covered by intellectual
property rights developed, created or acquired
by EcoVadis prior to supplying the Service or
during operation of the Solution, by any other
means whatsoever, are and remain the
exclusive property of EcoVadis. All data and
individual entries made on the Solution by each
User remain the property of this User. In case of
subscription to the Premium or Corporate plan,
the Assessed company will be granted a
twelve-month license to use and reproduce its
Scorecard and/or any of the associated
communication tools from the date these
assessment results were published, under the
condition that the subscription of the Assessed
company remains valid.
10. Personal Data
While operating the Solution and providing the
Service, EcoVadis, as a data controller, will
process personal data in accordance with the
EU General Data Protection Regulation
2016/679 (hereafter “GDPR”). In connection
with this processing, EcoVadis will take
adequate physical, administrative and technical
measures to protect such data against their
accidental or unlawful destruction, accidental
loss, alteration, disclosure, any unauthorized
access, in particular over the Internet, as well as
against any form of unlawful processing, in
accordance with its Statement of Data Privacy,
which can be viewed by clicking on the following
link: https://www.ecovadis.com/fr/legal-notice.
11. Limitation of liability
11.1. Notwithstanding any other provision in
this Agreement, EcoVadis shall in no event be
liable for any indirect loss or damage of any kind
(including, without limitation, costs of cover, loss
of profits, revenue, business, or loss or
corruption of data) arising from or relating to this
Agreement, including from (i) the use or inability
to use the Solution or the Service, (ii) the use of
the Data or the assessment results of the
Assessed company by the Requesting
company(ies); or (iii) a User's breach of its
confidentiality obligations, regardless of the form
of action.
11.2 In any case the aggregate liability of
EcoVadis, regardless of the legal ground, shall
be strictly limited to the amount of the fees paid
by the Assessed company for the Service under
this Agreement in the preceding twelve (12)
months in case of annual subscription, or in the
preceding thirty six (36) months in case of a
three-year subscription.
12. Term – Termination
12.1. This Agreement shall enter into force on
the date the User accepts the General Terms &
Conditions, as validated by online confirmation
on the EcoVadis platform. It will continue for an
initial term of twelve (12) or thirty-six (36)
months (depending on the selected subscription
term), from the date the User submitted its
assessment questionnaire on the EcoVadis
platform for the first time. The Agreement will
renew by tacit renewal per period of twelve (12)
months each, unless terminated by either of the
Parties in accordance with Section 12.2 below.
12.2. The Assessed company may terminate
the Agreement at any time, for any reason, by
discontinuing using the Solution and sending a
written notification to EcoVadis. Documentation
provided in electronic format will be deleted
upon request. EcoVadis may terminate this
Agreement without notice if the Assessed
company is found to be in material breach of
any of the terms of this Agreement.
Articles 3, 9 and 11 shall survive any
termination of the Agreement.
13. Assignment and transfer
The User shall not assign or transfer the
Agreement to any third party without the prior
written consent of EcoVadis. EcoVadis may
assign this Agreement to any direct or indirect
subsidiaries, or to any other third party.
14. Modification
EcoVadis reserves the right, at any time, to
modify the terms of this Agreement, subject to
the Users’ ability to terminate the Agreement
pursuant to Section 12.2 hereof. The Users will
be informed of any such changes by means of
publication on the web site ecovadis.com or
through any other adequate means.
15. Applicable law and jurisdiction clause
This Agreement shall be governed, construed
and interpreted in accordance with the laws of
France. Any dispute arising out of or in
connection with the Agreement, which cannot be
settled amicably, shall be submitted to the
competent court of Paris, France, which shall
have exclusive jurisdiction notwithstanding the
plurality of defendants.
16. Application of the Agreement
The Parties hereby agree that this Agreement
sets forth the entirety of their respective rights
and obligations relating to the subject matter
thereof. This Agreement supersedes all prior
agreements, negotiations and discussions
between the Parties relating thereto. Any terms
or conditions of any purchase order or
other documents submitted by the User in
connection with the access to or use of the
Solution that are in addition to, different from, or
inconsistent with this Agreement are not binding
on EcoVadis and are ineffective.