Sustainable Brand Platform
Terms and Conditions of Use of the Platform
The company that has developed and is responsible for the Platform is SBP S.r.l., an Italian limited liability company with its registered office in Milan (MI), Via Vallarsa, no. 11, Fiscal Code and VAT no. 11067270964 (“SBP” or the “Company”).
Account: means any Platform's account created by a Member.
Account's Activation: means the activation of the Services and of the Member Area (as defined below) for the Member, carried out by SBP, after the successful completion of the Registration.
Connectivity: means an adequate internet network of any Visitor and Member, in order to be able to use the Platform and, for any Member, the Services.
Credentials: means the username and password chosen by any Member during the Registration, that enables the Member to enter in its Account and, consequently, to use its Member Area.
Demo: means the demonstration of the Services available through the Platform carried out by SBP's sales team to any interested subject.
Fee: means the rate chosen by any Member, for the Services' payment, between the Annual Fee (as defined below) and the Monthly Fee (as defined below).
Italian Civil Code: means the Italian Civil Code, approved with the Royal Decree No. 262 of March 16, 1942, as subsequently amended.
Member: means the user who has completed the Registration process and has its Account in the Platform and to which is available also the Member Area.
Member Area: means a portion of the Platform reserved to any Member, and accessible through the Account, by using each Member's Credentials.
Registration: means the process of registration to the Platform.
Services: means any service that the Member may purchase, as better described in the following Article 9.
Third Parties: means any subject other than the Company, the Members and the Visitors.
Visitor: means any subject, different from Members, who visits and consults the contents contained in the Platform.
SECTION I - GENERAL USE OF THE PLATFORM
1. Use of the Platform
- Each Visitor and Member also undertakes not to: (i) use software programs or other automatic or manual mechanisms to copy, reproduce, alter, modify or divulgate the Platform Contents (as defined below), including through framing or redirect procedures; (ii) use any mechanism, software or process that may interfere with the proper functioning of the Platform; (iii) circumvent the security measures and technical limitations of the Platform; (iv) perform acts that may result in an unreasonable and/or disproportionate load on the Platform infrastructure and/or that may hinder its functionality; (v) decode, or attempt to obtain the source code of the Platform, use viruses, trojans, worms, bots or other software or technical tools that may damage the Platform, render it inaccessible or circumvent its technical protection measures.
- Each Visitor and Member acknowledges and accepts that the Platform: (i) is made available without any minimum guarantee of continuity; (ii) may be subject to improvements that, at SBP’s sole discretion, are deemed necessary for a more correct use of the Platform itself. In particular, SBP may, from time to time, modify, move or delete parts of, or add parts to, the Platform. In addition to the above, SBP also reserves the right to make procedural, technical, commercial or other changes or improvements to the Platform at any time and without prior notice, as well as the right to temporarily make the Platform unavailable and/or to restrict its use if deemed necessary, including for the maintenance of the Platform.
- Each Visitor and Member acknowledges that the Connectivity necessary for the proper use of the Platform is not controlled by SBP and that, due to the peculiar structure of such network, no public or private entity, not even SBP, is able to guarantee and monitor the performance and functionality of such Connectivity and to control the contents of the information transmitted through its network. For this reason, SBP cannot be held responsible for any interruption of the Platform due to a Connectivity’s issue of the Visitor or of the Member. In addition of the above, each Visitor and Member acknowledges that the Platform has been developed in order to be used in desktop mode (i.e. by using a computer not a different electronic device) and, as a consequence, SBP cannot guarantee an optimal use of such Platform whether the Visitor or, as the case may be, the Member logs into the Platform through a smartphone or any other electronic device different from a computer; therefore, SBP is not responsible for malfunctions resulting from accessing the Platform through an electronic device different from a computer.
- In addition to the above, each Visitor and Member declares to possess all the technical knowledge necessary to ensure the correct use of the Platform and, with reference to the Members, of the Services and acknowledges and agrees that the use of the Platform will take place exclusively at its own risk and under its own responsibility.
2. Warranties and Limitation of Liability
1. Exclusion of liability
2. Absence of Content guarantees
3. Links to Third Parties' websites
- SBP assumes no responsibility for the content of such websites and/or applications, for the rules adopted by them, also with regard to the Members' privacy.
- The Platform may contain links to Third Parties' websites and/or applications, including those of the Members (collectively, the “Third Party Sites”) without in any way implying endorsement of, sponsorship of, or affiliation with the referred Third Party Sites. The latter are owned by the Members or by Third Parties, vendors or service providers, and, therefore, SBP cannot ensure that Visitors will be satisfied with the products or services offered through such Third Party Sites. Furthermore, SBP informs the Visitors that it has no control over the content of Third Party Sites and, therefore, it is not responsible for any damages suffered by the Visitors as a result of their use of or activities on Third Party Sites.
4. Limitation of liability
- Should SBP, notwithstanding the foregoing, be held liable for any kind of damage, SBP's indemnification obligation towards each Member shall be equal, at most, to the Fee paid up to that time by the Member for the Registration – according to the following Article 11 – and in order to use the Platform and the related Services. The liability of SBP for intentional misconduct or gross negligence shall remain unaffected.
- The aforementioned claim for damages must be sent by the Visitor or by the Member to SBP in writing, promptly and, in any case, within a reasonable time. In particular, the Visitor or the Member shall lose the right to claim damages against SBP if, after 3 (three) months from the time when the damage has arisen, the Visitor or the Member has not sent in writing the claim for damages to SBP.
- The Visitor or the Member also loses the right to receive any payment or refund due by SBP if, following an express request by SBP, has failed to communicate to SBP, within 2 (two) months, the information necessary for the payment/refund.
- In any case, the time limit shall run from the moment when the claim has become payable.
3.SBP's Industrial Property Rights
- Platform Contents. All content of the Platform, in whatever format published, including web pages, graphics, colors, schemes, tools, fonts and design of the Platform, diagrams, layout, logos, trademarks, texts, methods, processes, functions and software that are part of the Platform, as well as SBP’s own trademarks and distinguishing features (the “Platform Contents”), are covered by copyright and any other intellectual property rights of the Company. It is expressly forbidden to reproduce, in whole or in part, in any form, the Platform and/or the Platform Contents, without the prior written consent of SBP. As for the contents of the Members, please refer to Article 13 below.
- Trademarks and distinguishing features on the Platform. The Visitor and the Member agree not to use trademarks and other distinguishing features owned by SBP (“SBP Trademarks”), other Contents (as defined below) and Platform Contents without the prior written permission of SBP and, in any case, in such a way as to create confusion, connections or otherwise establish a link with SBP and/or with other Members and/or the activity carried out by them. The Visitor further acknowledges that SBP and the Members are, respectively and as the case may be, the exclusive owners or, in any case, the legitimate users of these distinguishing features, registered and unregistered, present on the Platform. All intellectual property rights, including copyrights, as well as rights in the Platform Content and in the Contents (as defined below), belong respectively to SBP and to the Members.
- Without prejudice to the foregoing, the Visitor and the Member agree not to take any action that may disrupt the fruition of any intellectual property rights of SBP on the Platform (as well as with reference to the Services) or on the Platform Contents, or of the Members on their Contents (as defined below) and Members' Trademarks (as defined below); this within the maximum limits provided by applicable law provisions.
In the event that the Visitor or the Member (or any Third Party) believes that any Platform's Content infringes any of its intellectual property rights, or its privacy, or violates any of its other rights, the Visitor, the Member (or any Third Party) may send a written communication to the following e-mail address email@example.com.
SECTION II - MEMBERS' USE OF THE PLATFORM AND THE SERVICES
5. Members' Obligations
- The prior acceptance of Section I, Section II and Section III is a necessary condition for the Member to successfully complete the Registration and use the purchased Services.
- In accordance with the obligations provided by the previous Section I and to the provision contained in the following Article 13, the Member undertakes and warrants that it will be the sole responsible for the Contents (as described below) and for any use of the Platform carried out autonomously by the latter. The use of the Platform allows the Members, to: (i) use the Services that, as the case may be, they have purchased from SBP; (ii) submit its Contents (as defined below) in its Member Area, as better described in the following Article 9.
- In order to complete the Registration and, consequently, access to the Member Area – available by entering in each Member’s Account – and to use the Services, the interested subject shall:
- after receiving from SBP's sales team: (i) the recap e-mail, containing a summary of the chosen Services displayed during the Demo; and (ii) the link for the related payment; the interested subject shall provide to SBP other relevant data (such as, among others, the brand name, contact name, country, etc.), (together, with the data of point (i) above, the “Member's Registration Data”);
- make the first log into the Platform, through the link directly received by e-mail from SBP, after the latter has verified the payment completion.
7. Members' Registration Data
- Each Member guarantees that the Member's Registration Data are true, accurate and complete. The Member, in any case, is the sole responsible for the truthfulness of such Member's Registration Data and must immediately inform the Company of any changes, or directly update said Member's Registration Data, using the appropriate functions of the Platform, so that its Member's Registration Data are always current, accurate, complete and true.
- In addition to the above, any Member undertakes not to provide Member's Registration Data incorrect, untrue or that may infringe Third Parties' rights. In such cases, however, the Member unknowledge that it will be the sole responsible for the provision of such Member's Registration Data and it is aware that they may lead to harmful consequences for SBP, themselves and any Third Party.
- Following the Registration and the following Account's Activation, SBP may proceed to further verification of the correctness of the Member's Registration Data provided by the Member. If the Member's Registration Data provided are incomplete or untrue, SBP may, at its discretion, adopt and implement all the provisions of the following Article 14.
- Any Member declares and guarantees that it will keep confidential its Credentials. In case of loss or theft of Credentials, or if it can be assumed that the same have come to the knowledge of Visitors and/or any Third Party not authorized by the Member itself, the latter is required to request the change of Credentials (or just of the password) through the appropriate procedure on the Platform or by sending a communication by e-mail to firstname.lastname@example.org, indicating the details of its Account. In any case, in the event of loss or theft of Credentials, SBP shall not be held responsible towards the Member and the latter shall not request to SBP any compensation or indemnity for such occurrence.
- SBP does not control or monitor the behaviors or acts carried out by the Members and/or by Third Parties authorized by them to use their Account, just as it does not control or monitor the information and/or data and/or Contents published by the Members on the Platform through their Member Area, or for the purposes and within the use of Services. SBP, in any case, is and remains extraneous to the activities that the Members and/or the above mentioned Third Parties perform in full autonomy by accessing the Member Area and/or the Services through the Credentials.
- The Services that SBP offers to the Members – that can be used by the same through the Platform after their purchase through the Registration, as better described in the previous Article 6 – are the following:
- Measurement Service: it is a Service that allows the Member to create its company sustainability profile through a multi-metric measurement approach. More specifically, such Service allows the Member to know data about: (i) the Eco Score, an ESG qualitative score that measures company's environmental and social performances; (ii) the Carbon Footprint, through a Carbon Footprint's Calculator that analyzes companies' emissions and how they are allocated through the value chain; (iii) the Product LCA, through a Life Cycle Assessment Calculator, that consent to calculate the products' environmental footprint, in order to understand how they perform across multiple environmental indicators; and (iv) the Supply Chain Management, through a Supply Chain mapping tool, a digital repository of suppliers' sustainability documentation to also access their ESG performances and a primary data collection tool to improve the quality of impact assessment and manage supply chain environmental risks.
- Communication Service: it is a Service that provides the Members with communication tools such as widgets, immersive assets and physical tags, in order to enhance the Members' experience. In particular, the Communication Service includes: (i) widgets for e-commerce, (such as widgets to communicate environmental performances on e-commerce); (ii) a Sustainability ID Card composed by QR codes and mini-sites to communicate Member's company and products sustainability story; and (iii) EGS Reporting activities, compliant with GRI and GHG protocols to keep stakeholders updated on ESG performance.
- With reference to such Services, as described in the Paragraph 9.1 above, SBP allows the Members to combine the different tools related to the Services in order to best meet their needs. Any Member can also ask, at any time after the Registration, to SBP's experts to change, edit or add Services to their Account, by sending a communication by e-mail to email@example.com.
- With reference to the availability of the Services, each Member acknowledges and accepts that the Services: (i) are made available without any minimum guarantee of continuity; (ii) may be subject to improvements that, at the sole discretion of SBP, are deemed necessary for a more correct use of the Services. In particular, SBP may, from time to time, modify, remove or delete portions of, or add portions to, the Services. SBP also reserves the right to make procedural, technical, commercial or other changes or improvements to the Services at any time and without notice, as well as the right to temporarily make the Services unavailable and/or to restrict their use if deemed necessary, including for maintenance of the Services; (iii) are not subject to any general oversight requirements.
10. Services' Subscription
- The interested subject, in order to use the Services provided by SBP, as described in the previous Article 9, shall subscribe to the Platform and become Member, through the Registration as provided in Article 6.
- In addition to the above, SBP has the right – even for limited periods of time and at its own discretion – to propose special offers or promotions that may result in a discount to the Services' price, as well as carry out promotional activities of one or more of the aforementioned Services.
- The Registration to the Platform shall commence with the Account's Activation and it shall remain valid until the Account cancellation carried out, as the case may be, by SBP or by the Member, according to the following Article 14.
11. Payments Terms
- Services' Fee
- The price of the Services, which shall be determined from time to time by SBP, and will be based on the Services requested by the Member also in accordance with the provisions of Paragraph 10.2 above, shall be paid by the Member pursuant to the provisions of the preceding Paragraph 10.1.
- In addition of the above, the Member shall also be able to choose, according to the payment method described in the following Paragraph 11.2, whether to pay to SBP the Fee: (i) monthly, starting from the Member's Registration (the “Monthly Fee”); or (ii) annually, with a single payment to be submitted by the Member to SBP at the time of the Registration (the “Annual Fee”).
- In any case, even in the event of the Account's cancellation carried out by the Member, the Monthly Fee or the Annual Fee shall not be refundable. In case of Monthly Fee, in particular, the Member that decides to cancel the Registration may use its Account and the related Services only until the end of the month for which it has already paid the Monthly Fee and during which the Member has communicated its willing to cancel its Registration by sending an e-mail to firstname.lastname@example.org, as better described in Article 14.
- Payment Method
- The Fee's payment, with reference to both, the Monthly Fee and the Annual Fee, can only be made by credit card. In particular, each Member, after the Registration, shall be charged, as the case may be, of the Monthly Fee or the Annual Fee, except in the event of communication of termination or cancellation carried out by the Member by sending an e-mail to email@example.com, as better described in Article 14.
- SBP for carrying out the Fee’s payment uses the services offered by a third party (i.e. Stripe). As a consequence, for the processing of the payment and the retention and use of the credit card data of any Member the general conditions of such third party shall apply.
- At the end of the paid period, the Registration to the Platform – unless terminated by the Member as per the following Paragraph 14.5 – will be automatically renewed and the related Fee will be automatically charged at the expiration of the paid period to the credit card provided by the Member at the time of the first payment.
12. Services' Subscription
- By the Account's Activation, SBP will make available to each Member its Account and, consequently its Member Area, where the Member can take advantage of the purchased Services. Such Member Area will contain, among other things, the Member's Registration Data, the history of the Services purchased by the Member, as well as any information and tools necessary for the correct use of the Platform and of the Services purchased by the Member.
- Each Member will, at any time, be able to update, edit or add its Member's Registration Data by following the appropriate procedure available on the Platform.
- Once the Registration is completed, the Member will submit its Contents (referred to in the following Article 13) in the dedicated section of the Member Area, so that SBP can execute the processing of the latter, according to the Services requested by the Member. When the processing of the Member's Contents is completed, the result will be publicly viewable in a special area of the SBP website dedicated to the single Member (the “Member Showcase”).
13. Member Area's Contents
- Notwithstanding the foregoing, the Member agrees not to submit, post, upload, transmit, distribute, share, store, create or otherwise publish or facilitate the distribution – through the Platform – of Contents that: (i) may be considered as illegal, threatening, harassing, abusive, defamatory, invasive of another’s privacy, offensive, libelous, deceptive, fraudulent, obscene, pornographic, indecent, vulgar, sexually explicit, blasphemous; (ii) violate the rights of others or national or international laws; (iii) contain material that is illegal to possess or publish in Italy or in the country in which the Member is resident or that would be illegal for SBP to possess in relation to the functionality of the Platform; (iv) describe, refer to, or otherwise communicate hatred or discrimination based on gender, sexual orientation, race, religion, or nationality; (v) contain expletives, offensive language or language that may annoy, harass, embarrass, frighten or disturb other Members or Third Parties; (vi) contain statements or material that are defamatory or otherwise injurious to the reputation of any person or entity; (vii) have been copied from other Members; (viii) damage the goodwill associated with the trademark or name of SBP; (ix) infringe any patent, trademark, trade secret, intellectual or proprietary right of any party; (x) contain private information of any Third Party, including, without limitation, addresses, telephone numbers, e-mail addresses, credit card numbers, etc.; (xi) contain downloads of “pirated” software or material or links to sites that provide these services (or otherwise copyright infringing material); (xii) contain viruses, altered data or other files that are harmful or destructive to the Platform and/or its Services; (xiii) are false, misleading or inaccurate; (xiv) disclose trade secrets or the like; (xv) conceal unauthorized commercial activities (including sales, contests, advertisements, links to other websites, or toll telephone numbers); (xvi) involve the inclusion of photos or videos, or the reproduction of graphic elements such as to cause confusion about identities, personal qualities, professional qualifications, relationships with companies, persons, or entities, whether existing or fictitious.
- In view of the above, SBP assumes no responsibility towards Members and Third Parties and cannot be held liable for any Content, as well as for the activities carried out by the Members on or through the Platform, the Member Area or by using the Services.
- Images. With reference to images (the “Images”), the Member agrees to insert in its own Member Showcase only Images taken by the same or Images that the Member can legitimately use with the owner’s consent or according to the law. The Member declares and guarantees that it will not use Images: (i) protected by Third Party copyright; (ii) acquired from persons who have not provided specific authorization for their use on the Platform (such as Images taken from Third Party catalogs or websites); (iii) depicting persons who have not provided specific authorization for their use on the Platform; (iv) depicting minors; (v) contrary to morality and decency and/or and (vi) in any way contrary to the law.
- Member's Trademarks. The Member warrants that their trademarks (the “Member's Trademarks”) do not violate intellectual property rights and/or other rights of Third Parties and agrees, as of now, to indemnify and hold SBP harmless from any and all damage, direct or indirect, action, liability and/or expense arising from the violation, even alleged, by the Member's Trademarks, of intellectual property rights and/or other rights of Third Parties. For the above purposes, the Member agrees not to include among its Member's Trademarks: (i) trademarks or other distinguishing features of Third Parties in a way that is contrary to the law; (ii) figurative trademarks of Third Parties; (iii) trademarks of Third Parties for which it does not have appropriate authorization to use.
- Use of the Contents. For the proper provision of the Services, the Member grants to SBP a non-exclusive, worldwide, perpetual (or for the duration of copyright), irrevocable, royalty-free and transferable license to use the Contents (including Images and Member's Trademarks) both within the Platform and for promotional, editorial, advertising and corporate purposes and for other purposes (by way of example, such Contents may be freely reproduced in print, television, internet, multimedia, promotional material, videos, teasers, banners, as well as within its own digital channels, such as websites, blogs, forums, social media, etc.) without limitation. The Member declares to have all the rights necessary to allow SBP to perform the above activities.
- Content Storage. SBP does not make any specific backup of the Member's Registration Data and/or Contents and/or any other data and/or information posted by the Member on the Platform. It is, therefore, the sole responsibility of the Members to: (i) make a full backup of such published on the Platform; (ii) take all necessary security measures to safeguard the Member's Registration Data and/or Contents and/or any other data and/or information, as well as to avoid, or limit, any loss of Contents, also in case of any malfunctioning (even temporary) of the Platform itself.
14. Account Suspension and Deletion
- The actions provided for in this Article 14 , will be communicated to the Member through a specific notice in the Member Area and/or by e-mail (the “Account Communication”). Within 5 (five) days from the receipt of the Account Communication, the Member will have the right to respond to the charges made by SBP. After this term, without the Member sending a reply to SBP through the Member Area, or by e-mail to firstname.lastname@example.org, the suspension and/or deletion of the Account or the removal of the Member Showcase and/or Member's Contents will be considered approved by the Member and will be considered as definitive. In any case, even in the event of the Member's timely reply, SBP is not obliged to restore what has been suspended and/or deleted.
- According to the previous Paragraph 10.3, the Member can delete its Account at any time by sending a notice by e-mail at email@example.com, indicating the details of its Account. The deletion of the Account (including the Member Area and the Member Showcase) will take place within 10 (ten) days, while the Contents will be stored on SBP's servers for a period equal to 3 (three) months from the actual cancellation. In any case, even in case of Account's deletion carried out by any Member, the Fee’s payments shall be regulated as herein provided by the previous Paragraph 11.1.4.
- It is expressly understood that in case the Member deletes its Account (and, as a consequence, renounces to use the purchased Services), or in case SBP deletes or suspends the Member's Account according to the previous Paragraphs of this Article 14, the Member shall not be entitled to claim anything from the Company in relation to the lack of use of the Account and/or Services, with respect to which any right of withdrawal following the activation of such Services and any request for reimbursement of the latter is explicitly excluded.
15. SBP Communications
SECTION III – MISCELLANEA
16. General Principles