PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
Before using SCRIPT™
SCRIPT™ (Soft Commodity Risk Platform – the ‘System’) is owned and operated by The Global Canopy Foundation, trading as ‘Global Canopy’, a company registered in England and Wales with company number 04293417 and whose registered office is 3 Frewin Chambers, Frewin Court, Oxford, England, OX1 3HZ (‘GC’).
The System is comprised of two tools: the ‘Policy Benchmarking Tool’ and the ‘Portfolio Risk Tool’. You (‘You’) are able to submit data into the System relating to Your business. Your use of the System is under licence by GC and is governed by and subject to these Terms and Conditions.
GC may make changes to these Terms and Conditions at any time by updating this posting. You should, therefore, review the Terms and Conditions regularly. Registration of Your details with GC and continued use of the System by You indicates Your acceptance of the then current version of Terms and Conditions.
- Access to the system
- In consideration of Your acceptance of these Terms and Conditions, GC hereby grants You a non-exclusive, non-transferable licence to access the System to input data about Your business to generate relevant benchmarking and risk reports.
- Your right to use the System allows you to generate reports and download underlying data sets from the System derived from the input of Your data. However, You are not permitted to do any of the following in relation to the System:
- copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the System, other than the reports generated by the System for you;
- use the System to provide outsourced services to third parties or make it available to any third party or allow or permit a third party to do so;
- combine, merge or otherwise permit the System (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it;
- attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used in the System, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and
- to observe, study or test the functioning of the underlying software (or any part of it) that is used in the System, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.
- Where You have provided Your registration details to access the System, You will be given an individual user name and secure password, which You must keep confidential at all times. If You become aware that there has been unauthorised use of Your account or that Your password is no longer confidential, You must advise the System Administrator immediately at firstname.lastname@example.org . GC does not have access to Your password and so, on receiving notice of a compromised password, GC will reset Your password and issue You with a new one. You will be liable for all use of the System using Your password
- You shall not introduce any software virus or other malware (including any bugs, worms, logic bombs, trojan horses or any other self-propagating or other such program) that may infect or cause damage to the System or GC’s systems or otherwise disrupt the System.
- You are not permitted to frame or mirror any part of the System other than as permitted with GC’s express written consent.
- GC reserves the right to monitor usage by You (by way of audits or otherwise) for the purpose of (among others) ensuring compliance with the terms of these Terms and Conditions. Any audit may be carried out by GC or a third party authorised by GC. If any audit reveals that any password has been provided to an individual that is not a registered user of the System, GC will be entitled to disable any such passwords.
- Subject to paragraph 1.8, You agree:
- only to use the System for Your internal business purposes; You may not use the System to provide a service to third parties, or for any other commercial purpose; and
- You will not use the System for any unlawful purpose or in any manner that could damage, disable, overburden, or impair any server on which the System is hosted or interfere with any other party’s use and enjoyment of the System.
- You are entitled to use the reports and underlying data sets generated from Your use of the System:
- for Your internal business purposes;
- for external communications for Your business, provided always that, when reproducing any report, or data extract generated by or derived from the System you provide the following acknowledgment in respect of such report, data or extract ‘generated by SCRIPT, reproduced with permission from Global Canopy and ZSL (SPOTT) and CDP, as partners of Global Canopy’.
- Your Data
- Other than the User Data referred to in paragraph 2.3 below, GC will not have access to any organisational policy, portfolio or other data input by You into the System (‘User Data’), which will only be accessible through Your login, using your user name and password.
- GC will collect the following information (‘Registrant Data’): Your name, job title, email address and organisation name as provided by You during registration.
- You acknowledge that You are responsible for User Data and Registrant Data input by You into the System and that GC has no access or ability to monitor any User Data. By submitting Your details on the registration form, You warrant that such data is accurate.
- You hereby consent to the use by GC of all Registrant Data submitted by You for the following purpose:
- for monitoring the use of the System;
- to provide Your registration details to our ‘Project Partners’: WWF and Ceres and our ‘Data Partner’: CDP Worldwide (www.cdp.net/en) and The Zoological Society of London (www.zsl.org) for use by the Project Partners and Data Partners only for internal purposes and to contact You in relation to the System and the underlying principles relating to soft commodity supply chains risk; and
- to contact You with regard to possible further development of the System to suit user needs.
- You acknowledge that some of our Project Partners are based outside the EEA and each will be subject to appropriate security measures agreed with GC.
- GC may also collect, use and pass to its selected partners aggregated and anonymised data regarding users of the System.
- Your personal information and/or the User Data is made available only to those of GC’s employees or contractors who need the information to perform a specific job relating to the System.
- Subject to paragraphs 2.3 to 2.7 inclusive, GC does not sell, license, share or make publicly available any individually identifying information to third parties. GC reserves the right to disclose such User Data where it is required to do so by law.
- Intellectual Property
- All intellectual property rights in the System including without limitation copyright, database, patent, trade marks (including without limitation SCRIPT™ and GLOBAL CANOPY™) and design rights, are and shall remain the property of GC. Other than Your right to use the System for the limited purposes set out in these Terms and Conditions, no right, title or interest in any intellectual property rights in the System is transferred or licensed to You by Your use of the System.
- You undertake to supervise and control use of the System and ensure that the System is used by Your employees and representatives in accordance with these Terms and Conditions.
- Except as expressly permitted in these Terms and Conditions, You may not download, store transiently or permanently on any medium, transfer, transmit, reproduce, rent, sell, lease, sub-license, loan to any third party, copy (except where such copying is incidental to normal use of the Software), publish or otherwise exploit, modify, adapt, merge, translate, reverse engineer, decompile, disassemble, create derivative works from or combine with material the whole or any part of the System; or distribute or disclose the contents of the System to any third party. You may, however, download a copy of these Terms and Conditions and/or copyright notices that appear on the System, for the purposes of record keeping.
- Security Measures
GC has implemented security features to prevent the unauthorised release of or access to Your personal information and or any other User Data. Please be advised, however, that while GC has endeavoured to create a completely secure System, the Internet is not a 100% secure medium for the communication of information and GC is not responsible for the security of information transmitted via the Internet.
- Our Right to Contact You
GC reserves the right to contact You regarding Your account status and changes to these Terms and Conditions, or any other policies or agreements relevant to the System.
- Suspension of access to this System
Your account may be suspended if misuse under these Terms and Conditions is suspected. GC continuously monitors access and System usage. If a breach is suspected, Your session may be blocked while further enquiries are made by GC.
- GC warrants that it is entitled to grant the rights granted in these Terms and Conditions.
- GC shall take all reasonable care to ensure that the System is available and functioning at all times, but it does not guarantee continuous, uninterrupted or secure access to the System, nor does it guarantee that the System is virus or error free. The System is accordingly provided “as is” and as and when available, and to the extent permissible by law GC hereby excludes all implied warranties, conditions or other terms, whether implied by statute or otherwise in relation to the System.
- GC shall be responsible for taking reasonable and prudent measures to safeguard the security of the Registrant Data and User Data in its possession, including maintaining appropriate firewalls, encryption and anti-virus protection.
- GC shall not be responsible for any loss or damage to Registrant Data and User Data to the extent that such loss or damage was caused by You or a third party (other than a subcontractor or representative of GC).
- The data and materials provided on the System have not been developed to meet the particular requirements of Your business. GC aggregates data from third party sources, and while GC takes reasonable steps to check the accuracy of information provided, no representations, warranties or conditions are given or assumed by GC in respect of any information, reports or materials which are provided on or through use of the System and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law.
- Limitation of Liability
- You acknowledge that GC shall have no liability in respect of any business, lending or investment decisions made by You which are based in whole or in part through Your reports or outcomes derived from Your use of the System.
- GC shall not under any circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss or corruption of data or information;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
- Nothing in these Terms and Conditions shall limit or exclude GC’s liability for:
- death or personal injury resulting from GC’s negligence;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be excluded or limited by English law.
- You agree to indemnify GC and hold it harmless against all claims and damages incurred by it including, without limitation, reasonable attorneys’ fees, as a result of the User Data You submit, post to or transmit through the System, Your use of the System, Your violation of these Terms and Conditions or Your violation of any rights of another; or You combining the System or extracts from the System with, or adding the System to, material not supplied by GC or its representatives or modifying the System without approval after access has been granted.
- GC is not responsible for the content of any other Systems or pages linking to or from this System. Following links to any other Systems or pages shall be at Your own risk and GC shall not be responsible or liable, directly or indirectly, for any damages resulting from the use of such other Systems.
- Data Protection
- Each party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with the provisions of the Data Protection Act 1998 (1998 Act) to the extent it applies to each of them.
- For the purpose of this clause ‘data controller’, ‘data processor’, ‘data subject’, ‘Information Commissioner’, ‘personal data’ and ‘processing’ shall have the meanings given to them in the 1998 Act.
- The parties agree that You are the data controller in respect of any personal data that is processed by the System (other than the Registrant Data).
- Accordingly, GC agrees that it shall:
- only carry out processing of Your personal data on Your instructions from time to time, such instructions at the date of Your registration are to process the personal data in order to provide the System to You and to enable the System to respond to automated requests by You as part of the normal use of the System;
- implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental destruction or loss, so as to allow You to comply with the seventh data protection principle;
- make available to You a list of any subcontractors engaged in the processing of Your personal data and include in any contract with any subcontractors who shall process personal data directly or indirectly on Your behalf, provisions which are equivalent to those in this paragraph;
- as soon as reasonably practicable refer to You any requests, notices or other communication from data subjects, the Information Commissioner or any other law enforcement authority, for You to resolve.
- Each party agrees that it may use the other party’s confidential information only in the exercise of its rights and performance of its obligations under these Terms and Conditions and that it shall not disclose the other party’s confidential information including all knowhow, trade secrets, financial, commercial, technical, tactical or strategic information of any kind except in accordance with this paragraph.
- Each party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party’s confidential information in order to exercise the disclosing party’s rights or perform its obligations under these Terms and Conditions provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom confidential information is disclosed is aware of its confidential nature and complies with this paragraph as if it were a party.
- Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
- GC may terminate its licence for You to use the System at any time in its sole discretion.
- Other Important Terms
- GC may transfer their rights and obligations under these Terms and Conditions to another organisation, but this will not affect Your rights or GC’s obligations under these Terms and Conditions.
- You may not transfer Your rights or Your obligations under these Terms and Conditions to another person.
- These Terms and Conditions constitute the entire agreement between You and GC and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between you, whether written or oral, relating to its subject matter. You agree that You shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
- Each of the conditions in these Terms and Conditions operate separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
- Governing Law
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree 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, its subject matter or formation (including non-contractual disputes or claims).