Terms of Use

Section 1 of this ‘terms of use’ document refers to tdi-sustainability.com. Section 2 refers to the TDi Digital Platform.

Section 1: TDi Sustainability

By accessing and browsing on https://tdi-sustainability.com (hereinafter “Site”), you accept, without limitation or reservation, the terms herein. Your access to and use of this Site is subject to the following terms, and all applicable laws, rules and regulations.

1.1 Disclaimer

The contents provided on this Site solely serve the purpose of providing information and are legally not binding. Everything on this Site is provided to you “as is” without warranty of any kind, either express or implied.

It is your responsibility to evaluate the accuracy, completeness and usefulness of any opinions, advice, services or other information provided. In addition, the materials contained in this Site could contain technical inaccuracies or typographical errors. Changes are periodically added to the information herein. TDi Sustainability may make improvements and/or changes in this Site at any time without notice.

TDi Sustainability as the owner of the Site shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing within this Site, or your downloading of any materials, data, text, images, video, or audio from this Site. In no event shall TDi Sustainability be liable for any incidental or consequential damages, lost profits, or lost data or any indirect damages.

When referring to internet websites or content of third parties (links), TDi Sustainability assumes no responsibility for the contents of the pages linked. By accessing these links, you leave the information area of this Site. For information provided by third parties, there may be different policies admissible, especially in terms of data protection.

1.2. Privacy Policy

Please see the separate TDi Sustainability Privacy Policy here

Section 2: The TDi Sustainability Digital Platform

These General Subscription Terms of Use (this “Agreement”) set out the terms and conditions by which Assheton Carter Limited (trading as TDi Sustainability), a company registered in England and Wales (Company Registration Number 08825320) with its registered office at  C/O Bishop Fleming LLP, 10 North Place, Cheltenham, United Kingdom, GL50 4DW (“TDi Sustainability”), (“TDi Sustainability,” “we,” “us,” or “our”) offer the services (the “Services”) available through the TDi Sustainability Digital Platform to supplier subscribers (“Suppliers”). If you are accessing our platform or using our Services through a Supplier’s TDi Sustainability Digital Platform account (“Your Company”), then this Agreement is binding on Your Company. By agreeing and acknowledging this Agreement electronically you are promising you have the authority to accept this Agreement on behalf of Your Company, and that Your Company agrees to the terms of this Agreement, so please read this Agreement carefully.

SECTION 2.1| ABOUT TDi SUSTAINABILITY

We own and operate an online supply chain mapping and responsible sourcing risk management platform called the TDi Sustainability Digital Platform (“TDi Digital Platform” or ‘TDi Digital’ or the “Platform”). Through the Platform, we collect information from Suppliers, and other public and private third-party sources (such as governmental databases), which may be shared with their direct or indirect connected customers that are subscribed to TDi Digital (including their successors and assigns, “Connected Customers”) for use in mapping and managing their supply chains. For more information about our Services, please visit the Digital Platform and Services sections of the TDi Sustainability website.

SECTION 2.2 | TDi DIGITAL FEES

TDi Sustainability reserves the right to modify the Annual Fee for any renewal term by providing Your Company with at least sixty (60) days’ written notice prior to the anniversary of the Activation Date. Individual company fees are outlined after a Platform demo is undertaken.

SECTION 2.3 | TDi DIGITAL SUBSCRIPTION TERMS; TERMINATION

The term of each TDi Digital subscription is one year. If Your Company is a first-time TDi Digital subscriber, Your Company’s subscription will be activated (the “Activation Date”) when TDI Sustainability receives payment of the Annual Fee for the first subscription year. Your Company may renew its TDi Digital subscription for additional one-year terms by paying the then-current Annual Fee on or before the anniversary of the Activation Date. Your Company may cancel its TDi Digital subscription at any time by notifying us in writing. However, please note any Annual Fees paid prior to cancellation will not be refunded.

SECTION 2.3A: PROMOTIONAL SERVICES

2.3A.1. Country Risk Tool. From time to time, TDi Sustainability may offer access to certain services on a promotional or trial basis, including access to limited data within the Country Risk Tool (“Promotional Services”). Where access to limited data within the Country Risk Tool is provided free of charge following the completion of a product demonstration, the terms in this Section 3A shall apply.

2.3A.2. Term of Access.

Access to sample data within the Country Risk Tool will be provided on a complimentary basis for a period of twelve (12) months from the date of activation, unless otherwise specified in writing by TDi Sustainability. TDi Sustainability reserves the right, at its sole discretion, to terminate or suspend access, or to discontinue the Country Risk Tool or any of its features, at any time without notice. Details of the sample data to be provided on a complimentary basis will be detailed during the demo.2.3A.3. No Warranty.

All Promotional Services, including the Country Risk Tool, are provided “AS IS” and “AS AVAILABLE”, without any warranties of any kind, whether express or implied.

2.3A.4. Limitation of Liability for Promotional Services.

Notwithstanding Section 11 of this Agreement, to the maximum extent permitted by law, TDi Sustainability’s total aggregate liability arising out of or in connection with any Promotional Services shall be limited to one hundred pounds sterling (£100).

SECTION 2.4 | USER ACCESS AND IDENTITY

Your Company may authorize an unlimited number of individuals to access the Platform and use our Services on Your Company’s behalf (each, a “User”), but each User must be an individual who is an employee of Your Company or is an independent contractor or agent working for Your Company for whose actions Your Company is responsible. Each User must have a unique username and password, and usernames and passwords may not be shared. When any User’s employment or other affiliation with Your Company ends, Your Company must remove that User’s access to Your Company’s TDi Digital Platform account promptly. We reserve the right to suspend or stop providing our Services to any User who violates or is suspected of violating this Agreement, uses our Services in an inappropriate manner, or engages in any actions that we believe are harmful to TDi Sustainability or any other TDi Digital subscriber. Usernames and passwords are used to authenticate access to the Platform. Your Company is responsible for ensuring only authorized Users access Your Company’s TDi Digital account, for preventing unauthorized access to the Platform through Your Company’s TDi Digital account, and for all activity that happens on or through Your Company’s TDi Digital account. As between Your Company and TDi Sustainability, Your Company is solely responsible for all activity conducted through Your Company’s TDi Digital account. Your Company is responsible for any violation of this Agreement by anyone who accesses Your Company’s TDi Digital account. Please remember TDi Sustainability personnel will never ask you for your password. If anyone claiming to work for TDi Sustainability asks you for your login credentials, you should not give it to them.

SECTION 2.5 | YOUR COMPANY’S RESPONSIBILITIES

We are committed to helping Your Company use TDi Digital as a tool for streamlining Your Company’s processes for reporting information to Connected Customers. However, Your Company alone has the ultimate responsibility for managing its relationships with Connected Customers, providing information required by Connected Customers, and complying with other legal obligations. As a Supplier, Your Company agrees it may not initiate a request to another TDi Digital subscriber in your supply chain unless you are doing so in response to a request sent to you by a Connected Customer.

SECTION 2.6 | TDI DIGITAL CONTENT

Through TDi Digital, Your Company will have access to information uploaded or entered into the Platform by Connected Customers, third-party data sources, and, in certain instances, by TDI Sustainability (collectively, “TDi Digital Content”). Using our Services does not give Your Company ownership of any intellectual property rights in TDi Digital Content. TDi Digital Content is the sole responsibility of the entity that makes it available in the Platform, and Your Company acknowledges and agrees that TDi Sustainability is not liable for any inaccurate TDi Digital Content submitted by third parties or any inaccuracies in reports or records generated through the Platform resulting from inaccurate data provided to TDi Sustainability by third parties. TDi Digital Content is made available to Your Company solely for your supply chain mapping and traceability use and to assist Your Company with using the Platform. Without TDi Sustainability’s written permission and, if applicable, the permission of any other applicable parties, neither you nor any User may copy, reproduce, alter, modify, create derivative works of, market, sell, disclose outside of Your Company’s organization (other than to Connected Customers), or otherwise use any TDi Digital Content.

SECTION 2.7 | YOUR CONTENT

Our Services allow Your Company to upload, submit, store, or send content requested by Connected Customers (“Your Content”) through the Platform (subject to file-size limitations). Your Company retains ownership of any intellectual property rights that it holds onYour Content. While TDi Sustainability does not own Your Content, by uploading, submitting, or entering Your Content into the Platform Your Company is giving TDi Sustainability a limited worldwide license to use, host, store, reproduce, translate, communicate, and distribute Your Content as necessary for us to operate our Services and provide our Services to Your Company. Your Company is responsible for ensuring it has the necessary rights to grant us this license. The Platform’s functionality allows you to determine the extent to which Your Content may be shared with Connected Customers. You acknowledge and agree that Your Content may be shared with and visible to Connected Customers based on the settings you select. To the extent you elect to share Your Content with Connected Customers, you agree that Connected Customers may: (i) share Your Content with their direct or indirect customers, and (ii) extract Your Content from the Platform for their own supply chain mapping and traceability purposes. You agree that TDi Sustainability shall not be responsible for any misuse of Your Content by any Connected Customers. Your Company is solely responsible for the information shared through Your Company’s TDi Digital account. Do not provide us or enter into the Platform any inaccurate, invalid or incomplete information or information Your Company does not have permission to provide to us. As part of our Services, TDi Sustainability may disclose aggregate statistics and anonymized data derived from TDi Sustainability Content for the purposes of benchmarking and providing comparative and other generalized analyses and reports (“Benchmarking”). By uploading, submitting, or entering Your Content into the Platform Your Company is giving TDi Sustainability permission to retain and use Your Content for Benchmarking.

Please visit our privacy policies for information about how we treat Your Content and any other data we gather about you when you use our Services. By providing us Your Content or accessing our Services, Your Company agrees we may use Your Content in accordance with our privacy policies.

SECTION 2.8 | CONFIDENTIALITY

For purposes of this Agreement, “Confidential Information” means all information Your Company provides to TDi Sustainability that (i) Your Company or any of its Users identifies as “confidential” or “proprietary” or (ii) based on all the circumstances, TDi Sustainability should reasonably understand to be confidential or proprietary information of Your Company. Notwithstanding the above, “Confidential Information” does not include any information that (A) is or becomes public information other than because of TDi Sustainability’s unauthorized disclosure, (B) TDi Sustainability receives in good faith from a third party without knowledge of any breach of any confidentiality duties to Your Company, (C) TDi Sustainability develops independently without using or referencing any Confidential Information, or (D) Your Content that Your Company or its Users elect to make visible through the Platform. We acknowledge the highly sensitive and confidential nature of your Confidential Information. TDi Sustainability will not share any of your Confidential Information with any third parties other than as required by law, in accordance with TDi Sustainability’s privacy policies and this Agreement, or with the consent of Your Company. We will ensure that our employees and independent contractors are bound by reasonable confidentiality obligations.

SECTION 2.9 | TDi SUSTAINABILITY PROPERTY RIGHTS

Using our Services does not give Your Company ownership of any intellectual property rights in our Services or the Platform. TDi Sustainability owns all rights to the Platform and its modules (including all modifications, revisions and derivative works, and all programs, enhancements, design concepts and other documentation, developed for or relating to the Platform), all tables (including the structure and fields) and forms developed for such modules, our Services, and TDi Sustainability’s trademarks, service marks and logos. TDi Sustainability’s trademarks, service marks, and logos are protected by law throughout the world, and may not be copied or imitated. You may not copy, modify, distribute, sell, or lease any part of our Services or any software we use in providing our Services, nor may you reverse engineer any of our Services or attempt to extract the source code of any software we use in providing our Services.

SECTION 2.10 | WARRANTY LIMITATION

We provide our Services using a commercially reasonable level of skill and care and we hope you will find them helpful. However, there are certain promises we do not make about our Services. Other than as expressly set out in this agreement, TDi Sustainability does not make any specific promises or commitments about our services, the content within our services, the specific functions of our services or their reliability, availability, or ability to meet your company’s needs. We provide our services “as is.” Some jurisdictions provide for certain warranties, such as the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, we exclude all warranties.

SECTION 2.11|  LIABILITY LIMITATION

When permitted by law, TDi Sustainability will not be responsible for lost profits, revenues, financial losses or indirect, special, consequential, exemplary, or punitive damages related to the use of our services. To the extent permitted by law, TDi Sustainability’s total liability for any claims under this agreement or relating to this agreement and our services, including for breach of this agreement or any warranty claims, is limited to the amount your company paid us to use our services. In all cases, TDi Sustainability will not be liable for any loss or damage that is not reasonably foreseeable.

SECTION 2.12 | INDEMNIFICATION

Your Company agrees to indemnify and hold harmless TDi Sustainability and its affiliates, officers, agents, and employees from any claim, suit, action, costs, and damages (including reasonable legal costs and solicitors’ fees) arising from or related to the use of our Services or violation of this Agreement by Your Company or anyone accessing our Services through Your Company’s TDi Digital account.

SECTION 2.13 | CONTACT US

We welcome any questions or comments you might have about our Services or the Platform. If you have any questions about our Services or Your Company’s TDi Digital account, please contact us by email at [email protected].

SECTION 2.14 | PERSONAL DATA

We have no control over the content of data Your Company provides to us or is entered into the Platform through Your Company’s TDi Digital account, which may include information that directly or indirectly identifies a natural person (“Your Company’s Personal Data”). Examples of Your Company’s Personal Data may include data relating to Your Company’s employees and personnel. Your Company is responsible for managing Your Company’s Personal Data and for taking all measures necessary to comply with applicable privacy laws to ensure we may lawfully process, use, and disclose Your Company’s Personal Data to provide our Services. To the extent applicable privacy laws require an individual’s consent to be obtained prior to or during the course of our processing any of Your Company’s Personal Data, Your Company is responsible for obtaining that individual’s consent to us processing his or her data for purposes of providing our Services. We will process Your Company’s Personal Data only as required in order for us to provide our Services as described in this Agreement and in accordance with our privacy policy.

SECTION 2.15 | ENTIRE AGREEMENT

This Agreement governs Your Company’s use of our Services, contains the entire understanding about the matters addressed in this Agreement, and supersedes any prior terms and conditions regarding the matters addressed in this Agreement. WE DO NOT AGREE TO STANDARD, BOILERPLATE, OR OTHER TERMS AND CONDITIONS IN ANY PURCHASE ORDERS OR ORDER FORMS FROM YOUR COMPANY. If Your Company’s purchasing process requires the use of purchase orders, Your Company agrees that no terms or conditions in any of Your Company’s purchase orders will apply to us or modify this Agreement.

SECTION 2.16 | GOVERNING LAW AND VENUE FOR ANY DISPUTES

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

SECTION 2.17 | CHANGES TO THIS AGREEMENT

In the event that we amend this Agreement, we will conspicuously post notice on our website. For any material changes, we will provide Your Company with at least thirty (30) days’ notice via email to the address associated with your account.”