CIRCLE ASSESSMENT TERMS AND CONDITIONS

These Terms and Conditions (T&C) form an agreement that governs your use of the Circle Assessment. This T&C supersedes any previous terms and conditions relating to the Circle Assessment. The T&C come into effect on the occasion of your registration on Circle Assessment.

These Terms and Conditions were last changed on 22 May 2018.

  1. DEFINITIONS
  1. Unless the context requires otherwise, words and phrases used in these T&Cs shall have the meanings given to them in this clause 1.1:

‘Licensing Partner’

Each entity, association, partnership or organization that is a party to a licensing agreement with Circle Assessment;

‘Company’, ‘You’, ‘Your’

An entity that submits a response to the Assessment either directly or via a third party;

‘Assessment’

Any or all of the questions in the Circle Assessment compiled by Circle Economy to assess the circularity of the Company;

‘Company Data’

Means the data and other information that we receive from You, Your agent or representative, during our provision to You of the Circle Assessment, which includes, without limitation, Your Assessment submission and/or any supporting information provided by You, Your agent or representative;

‘Database’

Means the collection of independent works, data and/or other materials comprising, collected for or in any other way, in whole or in part, used in or as a means to use or create the Assessment Report, Dashboard, and/or the Circle Economy Products and Services including, but not limited to, the Company Data, any and all user-provided information, including but not limited to personal data such as name, email address, street address and IP address (See our Privacy Statement and Cookies Statement), all data validation decisions, all scoring and analysis algorithms and all records of statistical analysis;

‘Assessment Report’

A report based on the Company Data highlighting the outcomes of the Assessment and scores of the Company’s level of circularity, and all Circle Economy’s activities including, but not limited to, data processing, validation, and analysis based on submitted Company Data;

‘Dashboard’

An aggregated report based on the Database of Company Data highlighting statistical analysis on the scores of the Company’s level of circularity, and all Circle Economy’s activities including, but not limited to, data processing, validation, and analysis based on submitted Company Data and the Database;

‘Confidential Information’

Means any information concerning either party’s trade secrets, customer or supplier details and business transactions which may come to the attention of the other and any information and/or knowledge that you may acquire concerning the methods or techniques used in the Circle Assessment;

Circle Economy, ‘We’, ‘Us’

Means Coöperatieve Circle Economy U.A.. incorporated as a private company under the law of the Netherlands with registration number 52051048;

‘Circle Economy Products And Services’

Means any products and service(s) supplied by Circle Economy to you from time to time in connection with the Circle Assessment;

‘IPRs’

All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and all other industrial and/or commercial rights and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all rights to apply for the same, and all similar or equivalent rights or forms of protection in any part of the world including but not limited to the content and format of the Circle Assessment website and any products provided to Licensing Partners, Companies during the course of the Assessment;

‘Losses’

Means damages (including reasonable costs) that are awarded to any third party in respect of a claim or action against you;

‘Lab’

Circle Economy’s online portal used, inter alia, for providing Circle Economy Products and Services;

‘Start Date’

Means the date of your first log in via the Circle Assessment website;

‘Website’

Means the website through which Circle Economy manages the Assessment and delivers the Assessment Report and Dashboard.

  1. COMPANY DATA
  1. We may collect and process information about you in the course of your involvement in Circle Assessment and your use of Circle Economy Products and Services. Circle Economy is committed to protecting and respecting your privacy. All information about the collection and the processing of your personal data are set out in our Privacy Statement. Please read it carefully to understand our views and practices regarding your Personal Data.
  2. You acknowledge and agree that, in consideration for us performing our obligations and granting you certain rights under this T&C, we have the right to use, on a royalty free perpetual basis, the Company Data provided by you for the Assessment and for the purposes of providing the Circle Economy Products and Services both for the term of this T&C and afterwards.
  3. You will supply us with all data and other information that we may reasonably request from you to undertake the Assessment and provide the Circle Economy Products and Services. All the data and information you supply will be, to the best of your abilities, true, accurate and complete.
  4. In so far as reasonably possible you will:
  1. Cooperate with us in all matters relating to the Assessment and the Circle Economy Products and Services;
  2. Obtain and maintain all necessary licenses, permissions and consents which may be required for you to be able to submit Company Data to Circle Economy.
  1. We will not be liable to you in the event that our performance of any of its obligations under the T&C is prevented or delayed by any act or omission by you or failure by you to perform any obligation in clauses 2.1 to 2.3
  2. You hereby acknowledge and confirm that you are aware of the possibility that information that you provide in the course of submitting Company Data to Circle Economy may be material non-public information (MNPI) also known in some jurisdictions as unpublished price-sensitive information (UPSI) and/or insider information. Circle Economy expresses no opinion regarding this issue, accepts no liability and gives no warranty and/or assurance regarding the relevance of any applicable rules. While Circle Economy recommends that you publicly disclose the Company Data that you submit to Circle Economy, you acknowledge and agree that compliance with any applicable rules is your sole responsibility.

  1. USE OF CIRCLE ECONOMY PRODUCTS AND SERVICE(S)
  1. Subject to your obligations in clause 3.2 below, in consideration for the submission by you of Company Data to Circle Economy pursuant to clause 2 above, we grant you for the term of the T&C a non-exclusive and non-transferable right to allow you to use the Assessment, Assessment Report, or Dashboard for your own internal business purposes in the following ways and for no other purpose whatsoever:
  1. To save and import copies of the Assessment, Assessment Report, or Dashboard into electronic files for your own reference only;
  2. To print out extracts from the Assessment, Assessment Report, or Dashboard for your own reference only;
  3. To incorporate extracts from the Assessment, Assessment Report, or Dashboard into internal research documents written by you for distribution and use within your organisation only;
  4. To email, or to attach to an e-mail, the Assessment, Assessment Report, or Dashboard within your organisation for reference purposes only by recipients of such emails;
  5. To incorporate and make insubstantial parts of the Assessment, Assessment Report, or Dashboard available via any company intranet you may operate;
  6. To incorporate insubstantial extracts of the Assessment, Assessment Report, or Dashboard in (a) public statements that illustrate your sustainability performance or (b) annual reports provided by you to your investors provided that the Company Data in the Assessment, Assessment Report, or Dashboard may not be manipulated or distributed by the recipients of it or (c) marketing materials to be provided to potential clients for promotional or illustrative purposes on an ad hoc but not regular basis provided that the Assessment, Assessment Report, or Dashboard may not be accessed electronically (except as a PDF attachment to an email), manipulated or distributed by the recipients of it;
  7. To make available the Assessment, Assessment Report, or Dashboard to any consultants appointed directly by you for the sole purpose of providing to you advice and for no other purposes whatsoever;
  8. You shall ensure that any reproduction of all or part of the Assessment, Assessment Report, or Dashboard includes the following notices: ‘all intellectual property rights to this data belong exclusively to Circle Economy. All rights reserved. Circle Economy has no liability to any person for any losses, damages, costs or expenses suffered as a result of any use of or reliance on any of the information which may be attributed to it’.
  9. For the purposes and within the framework of the Circle Fashion Tool Pilot phase, Circle Economy does not grant you the use the Assessment, Assessment Report, or Dashboard for your own business purposes in the manner described in 3.1.6 and 3.1.7.
  1. You shall not use the Assessment, Assessment Report, or Dashboard in any way that is not expressly permitted in clause 3.1 above and in particular, but without limitation:
  1. In the event that you or any third party instructed or appointed by you has access to the Assessment, Assessment Report, or Dashboard you are not permitted to exercise the rights in clause 3.1 collectively without first obtaining the written consent of Circle Economy;
  2. No sale, transfer, sub-licence, distribution or commercial exploitation of the Assessment, Assessment Report, or Dashboard is permitted, nor otherwise making such data available to or for the benefit of any third party.
  1. On condition that you submit Company Data via the Website in accordance with Circle Economy’s requirements and this T&C, you may use the acronym ‘Circle Economy’ and/or any other registered or unregistered signs, words or logos made available to you by Circle Economy (collectively the “Marks”) for the specific purpose of identifying you as a Company in publications, provided that:
  1. You agree to obtain the current versions of the Marks from Circle Economy and replace old Marks for new versions as soon as possible after receiving a notification from Circle Economy that new versions are available;
  2. You agree not to modify the Marks in any way, except to increase or decrease the scale. This includes changes to color, proportion, lettering and content;
  3. The use of the Marks must always be accompanied by a clear and unambiguous confirmation that the Marks are the proprietary materials of Circle Economy U.A.
  4. You agree that you will effectively cease and desist any and all use of the Marks within 14 days of a request by Circle Economy to do so; and
  5. You agree to immediately notify Circle Economy in writing giving full particulars of any actual, suspected or threatened infringement of any of the Marks, or any challenge to the Marks made or threatened
  1. Subject to your obligations in clause 3.5 below, in consideration for submission by you of Company Data to Circle Economy pursuant to clause 2 above, we grant you for the term of this T&C a non-exclusive and non-transferable right to use the Assessment for your own internal business purposes to assist you with the collection of data for your Assessment submission and for no other purpose whatsoever:
  2. You shall not use the Assessment in any way that is not expressly permitted in clause 3.4 above and, in particular, no sale, transfer, sub-license, distribution or commercial exploitation of the Assessment is permitted.
  3. This authority begins on the Start Date and ends if this T&C are terminated under clause 9.

  1. CIRCLE ECONOMY USE OF DATA AND DATA PROTECTION
  1. We will use the Company Data and any other information provided in connection with your submission to the Assessment as a basis for compiling and distributing the Circle Economy Products and Services.
  2. In aggregated form we may also use Company Data for developing a Dashboard and provide this Dashboard to Companies, Licensing Partners and/or third parties, aggregated information in this context being information that is expressed in scores, and not identifiable to individual Companies.
  3. For the purposes of clause 4.1 above ‘we’ includes any or all of our agents, consultants, contributors, employees, officers or subcontractors.
  4. For the purposes in clause 4.1 above Company Data and/or its component parts will be distributed as follows:
  1. A Company will be permitted to access its own Assessment Report and Dashboard free of charge or on payment of a fee determined by Licensing Partners of which the Company is a member;
  2. A Licensing Partner will be permitted to access the Company Data, Assessment Report, and Dashboard of any Companies which are invited by the Licensing Partner to share their Assessment Report or to conduct a Assessment;
  3. A Licensing Partner that is also a Company will be permitted to access its Assessment Report and Dashboard as per a fee schedule determined by Circle Economy; and
  4. We may also use Company Data in the following ways in aggregated form, that is, information that is expressed in scores, and not identifiable to individual Companies:
  1. for publication to third parties and/or public reports;
  2. marketing materials to potential Licensing Partners;
  3. to inform the development and deployment of Circle Economy Products and Services
  1. We and you agree to comply with our respective obligations under all applicable data protection laws and regulations in force from time to time.
  2. You undertake not to disclose any Company Data, Assessment Report, Dashboard, and/or Confidential Information to a third party other than in accordance with the terms of this T&C.
  3. You will comply with any guidelines that we reasonably prescribe from time to time in relation to the manner in which we process Company Data and/or provide the Circle Economy Products and Services.
  4. You agree that we may include your name as a Company in any lists we may publish for promotional or other purposes from time to time.
  5. On a Company’s request, we will provide Companies with a list of Licensing Partners granted access to a Company’s Data pursuant to clause 4.4.2 above.

  1. YOUR OBLIGATIONS
  1. You warrant and undertake that:
  1. You have full right and authority to enter into this T&C and to perform your obligations;
  2. You have the right to provide the Company Data that you supply under this T&C to us and neither it, nor the resulting Data will in any way infringe any rights of any third party.
  3. You will use all reasonable endeavours to ensure that the Company Data is accurate and complete;
  4. You shall not make any false or misleading statements about any information that you derive from the Company Data.
  5. You shall not do anything which may damage the reputation of Circle Economy, the Company Data or any of Circle Economy’s Products and Services;
  6. You shall not use the Company Data or any of the Circle Economy Products and Services for any purpose contrary to any law or regulation or any regulatory code or guidance;
  7. You shall not use the Company Data or Circle Economy Products and Services (wholly or in part) in your commercial products or services.
  1. You will take reasonable steps to ensure that you, your employees and agents comply with the terms of use of this T&C and do not:
  1. Copy, print out or otherwise reproduce any Data nor any material provided in connection with the Circle Economy Products and Services, except as permitted under this agreement or authorised by us in writing;
  2. Make any part of the Data available to anyone, except as permitted under this agreement or authorised by us in writing;
  3. Provide us with any confidential information which might breach any legal or professional duty;
  4. Purport to assign or otherwise dispose of your rights under this T&C.
  1. You will take reasonable steps to ensure that nobody other than you accesses the Circle Assessment using your username and password.
  2. You will ensure that any consultants, contributors, employees, officers or subcontractors or other third party that assists you with the submission of Company Data to Circle Economy, separately registers in the Circle Assessment using the options within the tool to invite others
  3. You acknowledge and accept that the grant of access to your Assessment submission and the management of permissions granted using Circle Economy Products and Services is your own responsibility;
  4. Subject to clause 5.7 below, you will defend, indemnify and hold us harmless against any losses, suffered or incurred by us and/or our agents and/or licensors, including legal expenses (reasonably and properly incurred) arising out of or connected with any breach of this T&C.
  5. In the event of a claim made pursuant to clause 5.6 above:
  1. We will give prompt notice of any such claim;
  2. We provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
  3. You are given sole authority to defend or settle the claim.

  1. CONFIDENTIALITY
  1. Both parties shall ensure that our respective agents, consultants, contributors, employees, officers or subcontractors shall maintain in strict confidence and not divulge or communicate to anyone else any Confidential Information relating to the other except as permitted by this T&C.
  2. Both parties will ensure that we restrict disclosure of such Confidential Information to such of our consultants, contributors, employees, officers agents or subcontractors as need to know it for the purpose of discharging the obligations under this T&C, and we shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the parties to this T&C.
  3. The obligations of clauses 6.1 and 6.2 above shall not apply to information which:
  1. Is already public knowledge, through no act or default of either of us;
  2. Either of us is required to divulge by a Court, tribunal or governmental authority with competent jurisdiction;
  3. Was known to the recipient before the date of disclosure (as evidenced by written evidence) without obligations of confidentiality;
  4. Was subsequently obtained by the recipient from someone else without that person breaching any obligations of confidentiality that they have to either you or us.
  1. This clause 6 shall survive termination of this T&C.

  1. INTELLECTUAL PROPERTY
  1. You shall retain ownership of the IPRs (if any) in Company Data submitted by you.
  2. Without prejudice to our legal obligations regarding data protection, you consent to us both for the term of this T&C and afterwards:
  1. Processing and dealing with Company Data submitted by you in any way required for us to provide the Circle Economy Products And Services;
  2. Incorporating Company Data into Data, Databases and/or other Circle Economy Products and Services in existence now or proposed to be in future;
  3. Making Company Data available as part of any product or Circle Economy Products And Services of any kind that we may provide from time to time in connection with the Assessment provided that any such product or service will comply with the provisions of clause 4 above.
  1. We warrant that you will not infringe any third party IPRs by using the Assessment Report and Dashboard in accordance with the terms of this T&C and we will indemnify you against any losses, costs or expenses you may validly incur as a result of any claim that the use by you of the Company Data infringes any third party IPRs, provided you notify us within a reasonable time of any such claim being made.
  2. Subject to any underlying rights you hold under clause 7.1, you acknowledge that any and all IPRs in the Data, the Database and/or in any products or service(s) that are created by us using Company Data are our property or that of our licensors. For clarity, Circle Economy’s IPRs shall include but not be limited to the content and format of the Website and any products and service(s) provided by Circle Economy during the course of the Assessment.
  3. You acknowledge that, in respect of any third party IPRs licensed by Circle Economy, your use of any such IPRs is conditional on Circle Economy obtaining a written license from the relevant licensor (“Third Party License”) on such terms as will entitle Circle Economy to license such rights to you. In the event that the Third Party License is terminated, suspended, expires or is otherwise no longer in place for any reason, Circle Economy may immediately and without any liability to you either (i) terminate or suspend your use of any such third party IPRs, or (ii) terminate this T&C.
  4. Circle Economy may terminate this T&C immediately on notice, if you challenge the validity of any of our rights or those of our licensors set out above.

  1. DURATION OF AGREEMENT AND DENIAL OF ACCESS
  1. This T&C will be deemed to come into force on the Start Date and will continue for an initial period of 12 months. The T&C shall automatically be renewed for consecutive periods of twelve (12) months unless either of us gives to the other not less than 90 days written notice of termination to the other expiring on the first or any subsequent anniversary of the Start Date.
  2. Without prejudice to clause 9.2 below, Circle EConomy reserves the right to immediately and without notice suspend access to the Website in the event Circle Economy reasonably suspects a material breach of this T&C.
  3. In the event of a suspected breach pursuant to clause 8.2 above Circle Economy will:
  1. Notify you in writing of the breach and of our decision to suspend access to Data; and
  2. Provide details of the alleged breach to allow you to identify, remedy or disprove that breach.
  1. Provided that the suspected breach is remedied within twenty (20) working days of written notice provided pursuant to clause 8.3 above, we will within a reasonable time reinstate access to the Website.
  2. If the breach is not remedied, or not remedied in time, Circle Economy reserves the right to permanently suspend access to the Website. In these circumstances you warrant and agree immediately on our request either to destroy any printed or electronic copies of any Company Data, Assessment Report, and/or Dashboard or to promptly return copies of any Company Data, Assessment Report, and/or Dashboard to us.

  1. TERMINATION
  1. Either of us may terminate this agreement by giving the other written notice in accordance with clause 8.
  2. This agreement will terminate if you or we are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach.
  3. We may terminate this T&C immediately on written notice if we cease undertaking the Assessment and/or if we cease to provide the Circle Economy Products and Services due to circumstances beyond our reasonable control.
  4. Upon termination of this T&C (for whatever cause), your rights to use the Scorecard and/or Benchmark Report and/or any other Data to which you are entitled will immediately cease.
  5. Termination will not affect:
  1. The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination except for the right granted to you in clause 3.1; and
  2. Any part of this T&C intended to survive termination (in particular clauses 5.1, 5.6, 6, 7, 10).
  1. For the avoidance of doubt, if this agreement is terminated in accordance with this clause 9, you may request in writing that any Company Data provided by you is removed from Circle Economy’s electronic and written records and, provided that such a request is reasonable, and provided that the Company Data has not already been processed by us, we will return the data to you within 14 days of receipt of such a written request.

  1. DISCLAIMER AND LIABILITY
  1. You shall indemnify us and hold us and our licensors harmless against all and any losses, suffered or incurred by us and/or our licensors, including legal expenses (reasonably and properly incurred) arising out of or in connection with any breach of clause 5.
  2. We give you no warranty or assurance, except as set out in clause 7.3 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
  3. This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and subcontractors) to you in respect of:
  1. Any breach of this T&C;
  2. Any use made by you of the Circle Economy Products and Services or any part of them; and
  3. Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this T&C and/or use made by you of the Circle Economy Products and Services.
  1. We provide the Data to which you are entitled pursuant to clause 4.3 to you in good faith, but you acknowledge that as the Data may include or refer to data that is provided by third parties or is otherwise publicly available, we are not able to control or verify the accuracy or completeness of such data. Accordingly, whilst we agree to use reasonable skill and care in the collation of and dealing with the Data:
  1. We make no warranty or representation (whether express or implied) about the accuracy or fitness for any particular purpose of the Data or the Assessment or that the provision of the Circle Economy Products and Services will be uninterrupted, timely or secure;
  2. We accept no liability for any inaccuracy, incompleteness or other error in the Data or the Assessment which arises as a result of data input provided by you or any third party appointed by you to provide Company Data on your behalf; and
  3. You acknowledge that systems that use empirical data and/or statistical data and/or data modelling techniques to provide indicative and/or predictable data, cannot be taken as a guarantee of any particular outcome.
  1. Except as expressly and specifically provided in this agreement you assume sole responsibility for your use of any Data and/or the Circle Economy Products and Services and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you in connection with the Data and/or Circle Economy Products and Services, or any actions taken by us at your direction.
  2. We do not make any warranty or representation that the use by you of the Circle Economy Products and Services will achieve any particular result for you. You agree and acknowledge that the Circle Economy Products and Services are not intended to be used as the sole basis for any business decision, that you use the Data at your own risk and on an “as is” basis and that you will not use the Data as the sole basis for any business decision.
  3. Nothing in this agreement excludes our liability:
  1. For death or personal injury caused by our negligence;
  2. For fraud or fraudulent misrepresentation;
  3. For gross negligence.
  1. Subject to clause 6.3 and 10.7 above:
  1. We shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising; and
  2. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the Circle Assessment fee for a single entity’s Circle Assessment in the Assessment Year in which Circle Economy was notified in writing of the potential claim. You acknowledge that this limitation is reasonable.
  1. Under this clause, "our liability" includes that of any Circle Economy parent company and/or subsidiary and our and their respective agents, consultants, contributors, employees or, officers, "you" includes any other party claiming through you and "loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Assessment and/or Circle Economy Products and Services, whether under this agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
  2. Neither of us shall have any liability under this agreement if we are prevented from or delayed in performing our obligations under the agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation, strikes, lockouts or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
  3. If any claims are made, or in our reasonable opinion are likely to be made, by any third party alleging that its rights are infringed by your use of the Data as permitted by this T&C, we may at our sole option and expense:
  1. Procure for you the right to continue using the relevant Data (or any part of it) in accordance with the terms of this T&C;
  2. Modify the relevant Data to avoid infringement or replace the relevant Data with non-infringing materials, whilst still providing the same, or substantially similar, functionality to the infringing materials.
  1. If we exercise one of the options set out in clause 10.11, we shall have no further liability to you in respect of a claim relating to the subject matter of clause 6.3 from the date we complete such option.
  2. This clause 12 shall survive termination of this T&C.

  1. NOTICES
  1. Any notice or other communication required to be given to a party under or in connection with this T&C shall be in writing and shall be delivered to the other party electronically, personally, or sent by prepaid first-class post or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
  2. Any notice or other communication shall be deemed to have been duly received if delivered electronically, personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the fifth business day (being a day (other than a Saturday, Sunday or public holiday) when banks in the Netherlands are open for business) after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax when transmitted (or, if outside normal business hours, at 9am Central European Time (CET) on the next following business day.
  3. This clause 13 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall include e-mails and for the avoidance of doubt notice given under this T&C shall be validly served if sent by email.

  1. GENERAL
  1. Circle Economy Products and Services continue to evolve in the light of business, market and technical developments. Accordingly, we reserve the right to make improvements, substitutions, modifications, and to add or remove some elements of the Circle Economy Products and Services. You acknowledge that Circle Economy shall not be liable to you or to any third party for any modification, discontinuance or suspension of the Circle Economy Products and Services. Additionally, Circle Economy reserves the right, in its absolute discretion, to change this T&C by posting a revised T&C on the Website and/or Lab or by notifying you by post. Amendments will be applicable from your first log in to the Website following publication. Circle Economy will endeavor to notify you of any important changes but it is your responsibility to check periodically on our Website for any changes we make to the T&C. Your continued use of the Circle Economy Products and Services after the posting of the changes to the T&C means that you accept these changes.
  2. Assignment: We may at any time on notice to you assign, transfer, charge, subcontract or deal in any other manner with all or any of the rights under this T&C and may subcontract or delegate in any manner any or all of the obligations under this T&C to any third party or agent.
  3. Third Parties: A person who is not a party to this T&C shall not have any rights under or in connection with them.
  4. Governing law and jurisdiction: This T&C, and any dispute or claim arising out of or in connection with them are governed by the laws of the Netherlands. The competent court in Amsterdam, the Netherlands, shall have jurisdiction to settle any dispute in connection with this T&C without prejudice to the right of appeal to the Supreme Court.
  5. Entire Agreement:
  1. Any samples, drawings, descriptive matter or advertising issued by Circle Economy, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Circle Economy Products and Services described in them. They shall not form part of this T&C or have any contractual force.
  2. This T&C apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
  2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  3. If either of us fails to or delays in exercising any right or remedy available under this T&C then that failure or delay does not constitute a waiver or bar to the exercise of that right or remedy nor does it preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. A waiver of any right under this T&C is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.
  4. Unless specifically provided otherwise, rights arising under this T&C are cumulative and do not exclude rights provided by law.
  5. By entering into this T&C you confirm that you are doing so in the course of your business and not as a consumer.