These Value Chain Company Terms (the “Agreement”) form a binding legal agreement between Normative AB (“we”, “us”, or “our”) and any entity that creates a Value Chain Company user account profile on our website (available at https://app.normative.io/) or otherwise accesses or uses the Service (“you” or “your”).
1.1 By virtue of being a VCC and creating any type of user account profile on our website and/or Service, or by otherwise accessing or using the Service, you agree to be bound by this Agreement.
1.2 We may update these terms at our discretion. We will always keep the current version of the Agreement available on our website https://normative.io/legal/terms-of-use-value-chain/. By using the Service after a new version of this Agreement has been posted on our website, you are deemed to have accepted the new version of the Agreement.
2.1 You may access and use the Service solely for the purposes of uploading data to the Service upon receipt of a request from one of our Customers to do so. You may not sublicense or otherwise permit third parties to access the Service, other than to Users authorised in accordance with this Agreement.
2.2 You will ensure that Users comply with the Agreement and you will be liable for your Users’ acts and omissions as if they were your own. You will take reasonable steps to prevent unauthorised access to the Service. You are solely responsible for ensuring that only your duly authorised Users have access to the Service at all times.
2.3 You will not use or access, or permit or facilitate the access or use of the Service to: (a) damage, overburden, disable, impair or interfere with the Service; (b) share non-public Service features or content with any third party; (c) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Service; (d) reverse engineer, decompile, disassemble, or attempt to derive source code or other trade secrets from the Service; (e) create or help create products that compete with the Service; (f) distribute viruses, malicious software, or any other automatic means to access, damage, disrupt or interfere with the Service (or any part thereof); or (g) engage in web scraping or data scraping on or in relation to the Service. Any breach by the VCC of this Section 2.3 shall constitute a material breach of this Agreement.
3.1 You grant us a worldwide, revocable, royalty-free and limited right to use, store, copy, transmit, display, reproduce and create derivative works of VCC Data as necessary for us to deliver the Subscription Service to Customers. The foregoing licence permits us to exercise our rights to (i) develop and improve our current and future products and services, (ii) identify and publish industry trends.
3.2 Any VCC Data shared with a Customer is irreversible; however, you may elect to stop sharing future information with Customers by providing 10 days’ written notice to us using the email address [email protected].
4.1 You have the option of registering with the Carbon Network and sharing VCC Data with the Carbon Network. If you elect to do so, the following terms will apply:
4.1.1 we have no liability for your access to or use of the Carbon Network;
4.1.2 you are solely responsible for any and all VCC Data you choose to share with the Carbon Network;
4.1.3 if you in your own discretion share VCC Data with the Carbon Network, this action is irreversible; however, you may elect to stop sharing future information with the Carbon Network by providing 10 days’ written notice to us using the email address [email protected]; and
4.1.4 in the event that VCC Data has been shared in error, you may place a request with us at [email protected] to rectify, replace, or delete the shared VCC Data, which we may accommodate at our sole discretion by applying our then-current standard procedures.
5.1 We or our licensors (as applicable) retain all rights, title, and interest and all Intellectual Property Rights in the Service and any materials we provide, including without limitation all components used to provide the Service, graphics, user interfaces, logos and trademarks. You retain all rights, title, and interest in the VCC Data, including in any Intellectual Property Rights. You are solely responsible for all VCC Data. To the extent that the Service contains Third-Party Software, such software is licensed to you in accordance with the respective Third Party Software provider’s licence.
5.2 You grant to us a worldwide, perpetual, irrevocable, royalty-free right and licence to use and incorporate any Feedback into the Service.
6.1 You agree to indemnify and defend us and our respective officers, directors, and employees from and against any action, cause of action, claim or proceedings (a “Claim”) to the extent that the Claim is based on an allegation that any VCC Data infringes, misappropriates, or otherwise violates any Intellectual Property Rights, right of privacy or other right of any person.
7.1 Each Party will keep in confidence all Confidential Information belonging to the other Party. The receiving Party will protect the disclosing party’s Confidential Information by using no less than the degree of care as it uses to protect its own Confidential Information. The receiving Party shall not use the disclosing party’s Confidential Information for any purpose outside the scope of this Agreement or disclose the disclosing party’s Confidential Information to any third party, except as expressly permitted herein. The receiving Party may only share the disclosing party’s Confidential Information with its Affiliates, its professional advisors and representatives, provided that, in each case, they have a need to know such Confidential Information and are subject to a written duty of confidentiality.
7.2 If the receiving Party receives a demand from a competent authority or court to disclose the Discloser’s Confidential Information, it will only comply with such demand if, to the extent lawful, it has (i) notified the disclosing Party, (ii) given the disclosing Party reasonable opportunity to respond, and (iii) cooperated with the disclosing Party using reasonable efforts to resist limit or delay disclosure at the disclosing Party’s expense.
7.3 Sharing of VCC Data in accordance with sections 3 and 4 is an authorised disclosure and will not be considered a breach of the confidentiality obligations.
The Service is provided on an “AS IS” basis. To the maximum extent permitted by law, we disclaim all warranties, express, implied, statutory or otherwise, including without limitation warranties for merchantability, fitness for a particular purpose, accuracy, completeness, reliability, or that the Service will be uninterrupted, error-free or completely secure, or that the Services and/or their outputs will achieve any particular result. You acknowledge that there are risks inherent in internet connectivity that could result in the loss of privacy or Confidential Information.
To the maximum extent permitted by applicable law, we will not be liable for any indirect, special or consequential loss, nor for any loss of profits, business, contracts, revenue anticipated savings, wasted expenditure or data, in each case whether such losses are direct or indirect losses, however arising and whether or not such party had been advised of the possibility of such loss or damage. To the maximum extent permitted by applicable law, our total aggregate liability under this Agreement, whether based on contract, tort (including negligence), or any other legal or equitable theory, will be limited to €5,000 (five thousand euros). This limitation of liability will apply on a total, aggregate basis and not on a per-event or per-claim basis.
Each party to this Agreement is an independent controller of any personal data it processes in connection with this Agreement and will comply with applicable data protection laws in respect of such processing.
You can close your account and stop using the Service at any time. We may terminate your account on ten 10 days’ notice by email to your account holder’s email address. We reserve the right to suspend your access to the Service at any time if, in our reasonable opinion, your use of the Service may breach this Agreement or damage the Service. The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of the Agreement shall survive its termination or expiry.
12.1 This Agreement will be governed by Swedish Law without reference to its principles on conflict of laws. The UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) will not apply to this Agreement nor to any dispute or transaction arising out of this Agreement.
12.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof will be settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC Institute”). Where the amount in dispute does not exceed EUR 100,000 the SCC Institute’s Rules for Expedited Arbitrations will apply. Where the amount in dispute exceeds EUR 100,000 the rules of the SCC Institute will apply. Where the amount in dispute exceeds EUR 100,000 but not EUR 500,000 the arbitral tribunal will be composed of a sole arbitrator. Where the amount in dispute exceeds EUR 500,000 the arbitral tribunal will be composed of three (3) arbitrators. The amount in dispute includes the claimant’s claims in the request for arbitration and any counterclaims in the respondent’s reply to the request for arbitration. The arbitration proceedings will be conducted in the English language.
Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent. If any provision of this Agreement is determined to be void, invalid, unenforceable or illegal, such provision will be null and void; provided, however, that the remaining provisions of the Agreement will be unaffected and will continue to be valid and enforceable. We reserve the right to amend this Agreement at any time by posting an updated version at: https://normative.io/legal/terms-of-use-value-chain/. This Agreement constitutes the complete and entire agreement between the Parties with respect to its subject matter and supersedes all previous and contemporaneous negotiations and understandings between the Parties, whether written or oral.
“Affiliate” means any corporation or other business entity that directly or indirectly controls, is controlled by or is under common control with a Party, where “control” means ownership, directly or indirectly, of fifty percent (50%) or more of the voting rights or otherwise the ability to direct business decisions.
“Agreement” means these Value Chain Company Terms and any other documents referenced therein.
“Carbon Network” means the feature of the Service which enables the sharing of emissions data and other sustainability information between Normative customers.
“Confidential Information” means all information disclosed by or on behalf of either Party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or proprietary or that should be reasonably understood to be confidential or proprietary given the nature of the information and circumstances of disclosure.
“Customer” means a Normative Customer who invites you to upload emissions data on their behalf.
“Customer Agreement” means a contract concerning the delivery of the Subscription Service entered into between us and a Customer.
“Feedback” refers to any communication for support, any correction, and any recommendation, suggestion or idea for improving or otherwise modifying any of our products or services.
“Intellectual Property Rights” means all copyrights, moral rights, patents, trade names, trademarks, domain names, database rights, proprietary rights to algorithms, machine-learning or large language models, trade secrets, confidential information, and other similar rights together with all registrations, applications, renewals and extensions anywhere in the world.
“Service” means the part of Normative’s Software as-a Service cloud-based solution that enables VCCs to upload VCC Data.
“Subscription Service” means the Normative software-as-a-service which is provided to Customer by Normative.
“Third-Party Software” means software (including but not limited to open-source software and plugins) and/or data provided by a third party which we provide within the Services.
“Users” means those individuals (being employees, consultants, suppliers and/or other third parties) who are designated by the VCC or a Customer, and provided with access credentials by us, to access and use the Service.
“Value Chain Company” or “VCC” means a legal entity within a Customer’s supply chain which accesses, uploads data to, or makes data available to the Service on behalf of a Customer without being a subscriber to the Subscription Service.
“VCC Data” means all data, information or material uploaded by you to the Service.