The following terms set out the basis upon which the Business Ethics Assessment Resources Limited agrees to provide Services to you, the User.
2. Defined Terms
The following terms are used as defined:
“Website” – the Website for the purposes of this agreement, is the Business Ethics Assessment Resources app (BEAR) to which these terms are linked.
“Entry” – an Entry involves the submission of data, including the disclosure and / or uploading of Confidential User Information and User Materials to BEAR for the purposes of an Assessment being determined.
“Assessment” – an Assessment involves the comparison, by both algorithmic and (for levels 2 and 3) expert human deliberation of an Entry against the standards of business ethics encoded into the Application.
“BEAR” – Business Ethics Assessment Resources Limited, a company registered in Jersey with registration number 1342032 and licensed to offer business services including Sustainability and Ethical Business Assessment and Reporting. Reference to BEAR shall include any other group entity which may provide any Services to the User, and is also referred to below by the pronouns “we”, “us” and “our”.
“User” – The natural or legal person who instructs us to provide assessment and measurement Services to them or on their behalf. Where the context so admits “User” shall also include “User Contact”. See also Clause 24 “Third Parties”.
“User Contact” – in the case of a User who is a company, trust, foundation, partnership or association, the User Contact is the designated representative of the User who has authority to give instructions, make authorised disclosures, and make decisions, including financial sign-off, in respect of the application on behalf of the User. If the User Contact is not a director, principal, partner or other officer of the User then we may require additional confirmation of authority before we can act. Email is acceptable for this purpose.
“User Materials” – documents belonging to the User in the course of its business which are provided to BEAR for the completion or verification of the application.
“Consultant” – a person or persons deployed by BEAR to the User in the course of the Entry for verification and audit purposes, and who may be a employee or associate of BEAR, or a third party contracted to BEAR.
“Fees” – the consideration for the Contract, being charges for the supply of Services by BEAR to the User in accordance with clause 9.
‘’Resources’’ – the links featured on selected questions, linking to third party websites for information purposes.
“Services” – the services, supplied or to be supplied by BEAR to the User, principally in the Assessment of the Entry and the production and delivery of Reports.
Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes emails.
4. User Acceptance
BEAR will not accept a new User if to do so would present a conflict of interest to do so. In such cases BEAR will endeavour to resolve the question of the existence of any conflict of interest within 48 hours of a new Entry and will refund any Fees paid in respect of an Application which has been refused.
The Contract is completed upon twelve months anniversary of the submission of an Entry.
See below under “Post Contractual Obligations”, “Intellectual Property” and “Data and Confidentiality” for binding terms that commence before the commencement of the Contract or persist after it.
BEAR shall supply the Services to the User in accordance with the features detailed from time to time on the Website.
Assessment Services are deemed to be provided in Jersey.
8. Management of an Assessment
BEAR reserves the right to deploy any principal, employee, associate or associated business in the course of provision of Services to a User.
The approach to Fees for the Services are set out on the website.
In relation to Fees the following terms apply:
- all Fees are charged in pounds sterling; and
- BEAR is not currently registered for Jersey Goods and Services Tax (GST) and GST is not therefore charged on Fees
Upon registration the user shall receive an email detailing the payment instructions. Payment should be made by online bank transfer. For other payment methods BEAR reserves the right to apply a small surcharge in respect of the additional administration and charges
11. Website access and user account security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of, or the entire Website, to users
You responsibilities include:
Any arrangements needed for you as a user to have access to the Website.
You must treat any username, password or other piece of information provided to you as part of our security procedures as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorised access to or use of your username or password or any other breach of security. You also agree to ensure that you log out of your account at the end of a session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
12. Data and Confidentiality
BEAR is a data controller, registered with the Jersey Information Commissioner with notification number 67865. All User Information, including documents, electronic files and manuscript notes, which may include personal or special category information will be held securely according to BEAR’s Information Security Policy and in accordance with all applicable laws, enactments, regulations, orders, standards and other similar instruments. The User contact may inspect BEAR’s files in respect of that User at any time with reasonable notice.
BEAR recognises that the affairs of the User are confidential and, except where compelled by law, will not disclose the nature or details of any Entry to a third party without the written consent of the User Contact.
BEAR uses various cloud computing services which may result in User Information being stored on third party servers located outside of the EU / EEA.
13. Intellectual Property
BEAR has invested considerable resources in the creation of templates, knowhow, tools and other intellectual property.
The User acknowledges at all times that BEAR is the owner of all such invention and designs, whether or not such inventions have been patented, registered as a trademark or service mark or other process of law. BEAR owns the copyright to all materials produced by it, and no materials may be duplicated without explicit license from it.
The User provides BEAR a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Report provided to the User for the term of the Contract for the purpose of providing Services to the User.
14. Reliance on Information shared via ‘Resources’
The ‘Resources’ information presented through the Website is made available solely for general support and information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website includes links to content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by BEAR, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of BEAR. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
16. Post Contractual Obligations
BEAR’s obligations in respect User confidentiality persist in perpetuity, or until such time as the User revokes these obligations in writing.
The User’s obligations in respect the intellectual property of BEAR persist in perpetuity, or until such time as BEAR revokes these obligations in writing.
BEAR warrants to the User that is has the legal right and authority to enter into this Contract.
The User Contact warrants to BEAR that she or he has the legal right, capacity and authority to enter into this contract, binding upon the User.
The User warrants that all relevant information supplied to BEAR as is required for the delivery of the Services to a high professional standard has been disclosed to BEAR and accepts responsibility for any consequences of any error or omission in fact on the part of BEAR arising from its own non-disclosure of material facts.
BEAR warrants that any Services supplied will be to a reasonable professional standard, taking into account the current applicable law and commonly accepted best practices, on the basis of the facts disclosed to it by the User.
17. Limitations and Exclusions
Nothing in these terms will limit or exclude liability for death or personal injury as a result of negligence; or for fraud or fraudulent misrepresentation; or any exclusion or limitation that is not permitted under the Laws of Jersey.
In respect of any liability on the part of BEAR to the User in respect of the quality or performance of the Services then the extent of liability is limited to the value of the Fees paid by the User for the matter.
In respect of any liability on the part of BEAR to the User in respect in respect of BEAR’s obligations in respect of the User’s confidential data then the extent of liability is capped at the value of one million pounds sterling, being the sum insured under BEAR’s Professional Indemnity policy. In the event that a User, or former User, believes that BEAR is liable to it in this respect then BEAR shall use reasonable endeavours to assist the User, or former User, in making a claim under said policy.
Subject to the foregoing provisions of this clause, BEAR shall not be otherwise liable to the User, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of damage to goodwill; and (g) any indirect or consequential loss.
Nothing in these terms shall convey any rights on persons other than the parties, which shall include their agents, assignees or successors.
This clause 15 shall survive termination of the Contract.
Without affecting any other right or remedy available to it, either party may terminate this Contract before completion of the Services by giving the other party 30 days’ prior written notice.
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
- the other party (being a limited liability company) enters into liquidation whether compulsory or voluntary (except for the purpose of reconstruction, amalgamation or other similar purposes not involving a realisation of assets) or becomes bankrupt or insolvent under the Law of Jersey or shall permit or suffer any judgement to be taken against it in any Court;
- the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
- the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
Without affecting any other right or remedy available to it, BEAR may terminate the Contract with immediate effect by giving written notice to the User if the User fails to pay any amount due under the Contract on the due date for payment.
Without affecting any other right or remedy available to it, BEAR may suspend the supply of Services under the Contract or any other contract between the User and BEAR if the User fails to pay any amount due under the Contract on the due date for payment, the User becomes subject to any of the events listed in the foregoing provisions of this clause 16 or BEAR reasonably believes that the User is about to become subject to any of them.
19. Consequences of termination
On termination of the Contract:
- the User shall immediately pay to BEAR all of BEAR’s outstanding unpaid invoices In respect of Services supplied but for which no invoice has been submitted, BEAR shall submit an invoice, which shall be payable by the User immediately on receipt;
- Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after completion or termination of the Contract shall remain in full force and effect.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by e-mail to its designated e-mail address.
Any notice or other communication shall be deemed to have been received when acknowledged by the recipient.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
21. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
22. Entire agreement
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
Nothing in this clause shall limit or exclude any liability for fraud.
A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
24. Third Parties
The rights of BEAR under this contract may be exercised, on behalf of BEAR, by any parent company, sibling company or subsidiary.
Any rights and obligations under this contract may be binding upon the parent company, sibling company or subsidiary of the User to the extent that (a) the User Contact has capacity to enter into contractual relations for the third party in question and (b) it is accepted by the third party that any reliance upon the benefit of a right under this contract implies the acceptance of all of the burdens thereunder.
In the event that the User’s business is merged, taken over or the legal entity is otherwise changed, then this contract shall be binding between BEAR and the User’s successor(s) in title.
In the event that BEAR shall cease to trade for whatever reason then the confidentiality obligations under this contract shall remain binding upon the Directors, officer and employees of BEAR, with the Director at the time covenanting on behalf of all other directors and officers in this regard, including future Directors and officers, and covenanting to contract with the present and future employees and to similar effect.
25. Good Faith
With regard to their respective obligations under this contract the parties agree and covenant with one another that it shall act in good faith and deal fairly with the other party.
The parties agree that this agreement is made subject to the Laws of Jersey and the exclusive jurisdiction of the courts of Jersey.