TESEL PLATFORM TERMS & CONDITIONS
Tesel Group Ltd (Tesel), with company number 13648475, and registered office at 7 Bell Yard, London, WC2A 2JR, owns and operates the Tesel marketplace platform at tesel.io/ (the Website).
These terms and conditions (“Terms”) are a binding legal agreement between you and Tesel that govern your right to use the Website and any other websites, applications, and other offerings from Tesel (collectively, the “Platform”). When used in these Terms, “Tesel,” “we,” “us,” or “our” refers to the Tesel entity. By using the Platform, you confirm that you accept these terms and agree to comply with them. If you are using the Platform on behalf of your employer or any other person, you have authority to use the Platform and agree to these Terms on that person’s behalf (which will be legally binding on that person). Tesel may revise the Terms from time to time, so please check this page for the current version of these terms.
Anyone can access the Platform, but companies who set up an Account on the Platform (Members) have access and use of additional features (such as creating a Profile or Booking the Partner Services).
The Platform has two marketplaces for two different categories of Members:
The Partner Marketplace – A directory of ESG-related products and services such as assessments and consulting services (Partner Services), offered by Members who provide Partner Services (Partners). Partners create a profile giving details of the Partner Services it offers (Partner Profile). Companies can search through and, if they are a Member, book the Partner Services on the Platform (Companies). Partners provide their Partner Services under a contract (which Tesel is not a party to) and determine their own fees.
The Company Marketplace – A directory of ESG-conscious supplier and buyer Member Companies. Companies can create a profile showcasing their business, products and services and their ESG credentials (Company Profile). Other businesses can search through the Profiles on the ESG Company Directory to connect and partner with suitable suppliers or buyers. If a Company wishes to engage another Company, it can contact the Company directly.
See Clause 25 for additional definitions. The Terms apply to all access and use of the Platform unless we clearly say otherwise in these Terms (for example, some clauses only apply to Partners, or only apply to Companies).
Subject to your compliance with these Terms, you can create an Account on the Platform by following the online prompts and providing the required information.
You must provide accurate, current, and complete information during registration and keep your Account information up to date.
You shall keep all logins to your Account (Account Logins) secret and secure and not allow any person to share them.
You are responsible for all use of Platform by you, your Representatives (Your Users), including any interactions with Companies or booking of Partners. You shall ensure and be responsible for Your Users’ compliance with these Terms.
Tesel has the right to suspend or disable your Account Login or terminate your Account at any time in its sole discretion.
Once you have created an Account, you can create a Profile on the Platform to promote your Products or Services.
You must provide to Tesel (via the Platform) all information reasonably requested by Tesel to create the Profile.
You can edit your Profile via your Account admin area.
The Profile shall at all times: (a) be accurate and up to date; (b) not contain (or link to) any material which could be regarded as offensive, indecent, violent, harassing, obscene, illegal, deceptive, dishonest, untruthful, defamatory or discriminatory; (c) include (or link to) all information reasonably required for Companies to understand the Products and/or Services; and (d) comply with any reasonable requirements made known to you by Tesel.
You shall promptly amend the Profile if the Products or Services you offer materially change, or if you suspend or stop providing any of the Partner Services.
Tesel reserves the right to edit, suspend or remove any Profile from the Platform at any time in its sole discretion.
If you are a Partner
The Profile shall at all times include (or link to): (a) the Price of the Partner Services and any other relevant additional fees or charges; and (b) the Partner Services Terms.
Your creation of a Profile on the Platform is an offer to Companies to book the Partner Services.
Nothing in these Terms prevents Tesel from including other providers of ESG-related services on the Platform and/or acting as an introducer for any third party (including providers/third parties which may be competitors of Partner).
You shall provide Tesel with any other materials and assistance reasonably required by Tesel to enable Tesel to understand and promote the Products and/or Services.
Each party agrees not to do or say anything which tends in the reasonable opinion of the other party to have a negative effect on the reputation of that other party, its brands, products or services, or any other aspect of its business.
If you are a Partner
In order to protect Tesel’s legitimate business interests, unless you have obtained Tesel’s prior written consent, you shall not (and procure that your Affiliates shall not): (a) attempt to induce or attempt to induce any Company introduced to you on the Platform, or otherwise introduced by Tesel, to transact outside of the Platform; or (b) be involved with the provision of the Partner Services to a Company, other than via the Platform, and therefore bypass Tesel’s opportunity to earn revenue from its services.
The restriction in Clause 3.3 applies for a period of 12 months after the later of: (a) if you have a Profile, the date the Profile is taken off the Platform; or (b) the date you first access the Platform.
If a Company wishes to engage a Partner for the Partner Services, Company may book the Partner Services by selecting the Partner, following the onscreen prompts on the Platform and confirming it would like to book. The Partner will receive a notification of this request.
Once the Company has confirmed the booking, it will be directed to the payment process on the Platform. Tesel processes the Fees (plus VAT) as agent of the Payment Partner. Tesel (via the Payment Partner integration) will charge Company’s payment card when Company confirms the payment for the booking.
Once the Company has paid the Fees via the Platform, a separate contract incorporating the Partner Services Terms is formed directly between the Partner and the Company for the provision of the Partner Services (Partner Services Contract). Tesel is not a party to the Partner Services Contract.
The Partner is responsible for supplying the Partner Services to the Company and fulfilling any other obligations under the Partner Services Contract.
The Company is responsible for fulfilling any obligations it has under the Partner Services Contract.
The Partner shall provide the Partner Services to the Company in accordance with the Partner Services Contract.
For the purpose of Clause 4.2, the Partner authorises Tesel as its commercial agent to promote the Partner to the Companies on the Platform, and to receive payment of the Fees on the Partner’s behalf. In this limited capacity, Tesel is neither the buyer nor the seller of the Partner Services. Tesel is not the Partner’s legal agent for any purpose. The Partner is the supplier of record for the Partner Services, but the Company pays Payment Partner for the Partner Services. The Company’s obligation to pay for the Partner Services is satisfied when the Company properly pays the applicable Fees via the Payment Partner. Because the Company’s payment to Payment Partner satisfies the Company’s obligation to pay for the Partner Services, Tesel’s name may appear on card statements (which may also display the Partner’s name). The Company may only pay for Partner Services via the Payment Partner and the Partner shall not charge or invoice the Company outside of the Platform. Except as otherwise expressly provided in these Terms, Tesel is not the agent, intermediary or other representative of the Partner.
CONNECTING WITH OTHER COMPANIES ON THE COMPANY DIRECTORY
If you are a Company
If you want to contact or contract with another Company you have found on the ESG Company Directory, you can do so by contacting them directly using the details provided when you click ‘Contact Company’ or by visiting their website by clicking ‘Visit Website’.
To find out the prices and fees a Company charges for its Products and/or Services, you should contact the Company as set out in clause 5.1.
The Fees payable by a Company to a Partner for the Partner Services are calculated in accordance with the Price. The Price is as set out in the relevant Partner’s Profile.
If you are a Partner
The Price must be at least as favourable as the price set for the same Partner Services on any other channels through which the Partner Services are promoted or sold. Where a Company locates the Partner Services offered elsewhere at a lower price either directly by you or by a third party, Tesel reserves the right to adjust the Price on the Platform to be equal to the lower price. Tesel will provide you with advance notice and reasonable evidence of this before making the adjustment.
Commission retained for any sale of the Partner Services in accordance with these Terms is 20% of the Fees.
Tesel can, in its discretion, increase the Commission by giving Partner 14 days’ notice to the email address associated with Partner’s Account.
For every Partner Services Contract entered into, you shall pay to Tesel the Commission.
The Commission does not include value added tax or any tax of a similar nature applicable to payment of the Commission (VAT) which shall be added at the applicable rate nor any payment card or Payment Partner charges/fees.
Tesel shall direct Payment Partner to forward to you the Fees (collected from the Company in accordance with Clause 4.7) less the Commission and any payment card and Payment Partner charges/fees. If Tesel is required to make any withholding the Commission shall be grossed up to compensate Tesel for the withholding.
Tesel may, at its own discretion, decide to split the Commission by passing a discount onto a Company and retaining the rest of the Commission.
If you are a Partner
You acknowledge and agree that the ability of the Companies to benchmark and publicise their ESG Data on the Platform is an incentive for them to use the Partner Services. As such, you agree to support Tesel in bringing ESG Data to the Platform.
You shall: (a) provide Tesel with Company ESG Data (and acknowledge that this ESG Data may be made available to Tesel via an API between the Platform and your system used to provide the Partner Services to the Company); and (b) provide Tesel with all New Partner Customer ESG Data.
You shall provide Tesel with the Existing Partner Customer ESG Data and obtain all necessary approvals, consents and licences from Existing Partner Customers to enable you to provide their ESG Data to Tesel. Where you are unable to provide the ESG Data, you shall keep Tesel informed as to the reasons and allow Tesel the opportunity to speak directly with the Existing Partner Customer to seek to obtain their consent.
You hereby grant to Tesel a royalty-free, fully paid up, worldwide, sub-licensable and transferable right and licence to use, copy and display the ESG Data for the purposes set out in this Clause 7.
If you are a Company
You acknowledge and agree that, in engaging the Partner, you are agreeing that the Partner will provide Tesel with Company ESG Data which Tesel will include in your Profile. This is also set out in the Partner Services Contract. If you would like to request additional ESG Data not published on Tesel from a Partner, please contact Tesel.
ESG Data is 'as is’ and ‘as available’ and as received from Partner. Tesel makes no representations, warranties or guarantees, whether express or implied, that the ESG Data is accurate, complete or up to date.
In performing your obligations under these Terms and supplying the Products and/or Services to a Company, you will at all times: (a) ensure that all information and materials you give to Tesel or input onto the Platform (including the ESG Data and the Profile) are or were accurate when given, and (if by the nature of the information or materials there is an obligation to keep them up to date) remain accurate and comprehensive in all material respects; (b) act in Tesel’s best interests and avoid conflicts of interest and promptly notify Tesel of any conflict of interest which arises; and (c) comply with all Applicable Laws.
You shall not use a Member’s information or data other than as necessary to facilitate entering into a Partner Services Contract using the Tesel Platform in accordance with these Terms or contacting a Company in accordance with clause 5.
If you are a Partner
In performing your obligations under these Terms and supplying the Partner Services to a Company, you will at all times: (a) provide the Partner Services to the Company in accordance with the Partner Services Contract and any information given in the Profile at the time the Partner Services Contract was concluded; and (b) apply such attention, resources and trained personnel and skill as may be necessary for the performance of its obligations under the Terms and the Partner Services Contract and in accordance with Good Industry Practice.
In performing its obligations under these Terms, Tesel will at all times follow reasonable instructions you give to Tesel relating to the description of the Products or Services on the Profile.
Tesel will not make any representations, warranties or commitments about you or your Products and/or Services except as set out in the Profile or otherwise communicated by you to Tesel.
Tesel may update, change, suspend or withdraw our site, in whole or part, at any time for its own business reasons.
The Platform is provided on an as is and as available basis. Tesel does not warrant that the Platform will always be available or be uninterrupted or error free. Tesel will not be responsible to you if for any reason the Platform is unavailable to you.
Each party shall use Good Industry Practice to ensure that no Malicious Item is connected to, ingested into, transmitted through, or stored on, Platform. Malicious Item means any thing or device (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise) or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Although Tesel make efforts to check them, Tesel ultimately does not have responsibility for the contents of those sites or resources.
Nothing in these Terms shall transfer the Intellectual Property Rights of one party or its licensors to the other party.
You hereby grant to Tesel a royalty-free, fully paid up, worldwide, sub-licensable and transferable right and licence to use, copy and display the Assets for the purposes of promoting the Products and/or Services to the Companies via the Profile and introducing you to the Companies.
To the extent you provide any suggestions, comments or other feedback related to the Platform or Tesel’s products or services, you hereby grant Tesel a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable licence to copy, display, distribute, perform, modify and otherwise use feedback in any way and without limitation.
Tesel hereby grants to you a revocable, non-transferrable, non-sub-licensable, non-exclusive right to access and use the Platform solely for the purposes of promoting the Products and/or Services, if you are a Company, booking the Partner Services and, if you are a Partner, providing ESG data in accordance with Clause 7.
Except as expressly permitted in these Terms, you shall not: (a) otherwise use, copy, modify, adapt or create derivative works of the Platform; (b) attempt to translate, decompile, disassemble, reverse engineer or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public Application Programming Interfaces of the Platform unless permitted by Applicable Laws; (c) remove, obscure, or alter any copyright, trade mark, or other proprietary rights notices, or any of Tesel’s or any third party’s branding, that the Platform causes to be displayed when used; (d) falsify or delete any attributions or legal notices; (e) attempt to circumvent or interfere with any security features of the Platform; (f) publicly disseminate non-public information regarding the functionality, operation or performance of the Platform; (g) use the Platform for competitive analysis or to build competitive products or services; or (h) use the Platform for a fraudulent or illegal purpose.
You may not extract and/or re-utilise parts of the content of the Platform without Tesel’s express written permission. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to Tesel’s site or any services provided via, or in relation to, the Platform. This includes using (or permitting, authorising or attempting the use of): (a) any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Platform or any data, content, information or services accessed via the same; (b) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations. The provisions in this clause should be treated as an express reservation of Tesel’s rights in this regard.
The Tesel name, Tesel logo and any other Tesel trade marks, service marks and brand properties (such as domain names and social media assets) used in connection with Tesel or the Platform are trade marks and registered trade marks of Tesel (Tesel Marks). Other than as necessary to use Platform in accordance with these Terms, you are not granted any rights or licences in Tesel Marks.
Tesel may collect information reflecting the access or use of Platform by users, including visit, session and statistical or other analysis, information or data based on or derived from any of the foregoing (Usage Data) and may aggregate and/or anonymise Usage Data to use for statistical purposes and share samples of such aggregated and/or anonymised Usage Data with other persons outside Tesel, including potential Partners, Companies, customers and investors in Tesel.
You warrant, represent and undertake that: (a) you have full capacity and authority to enter into and perform your obligations under these Terms; (b) you have, and will continue to hold, all necessary approvals, consents, licences (including all applicable Intellectual Property Rights) and permissions to perform your obligations under these Terms; (c) you have full right, power and authority (including all applicable licences of Intellectual Property Rights) to use any information in the Profile or otherwise made available to Tesel (including the Assets and information about any third parties in connection with the Products and/or Services); (d) the Products and/or Services are as described in the Profile and any other descriptions given to Tesel or a Company; (e) by entering into and performing these Terms you will not be in breach of any obligations to or agreements with any third party; and (f) the Profile and the use of the Profile in connection with these Terms, will not infringe the Intellectual Property Rights of any third party, Data Protection Laws or any Applicable Laws governing confidential, secret or classified information.
Tesel warrants and undertakes that: (a) it has full capacity and authority to enter into and perform its obligations under these Terms; (b) it has, and will continue to hold, all necessary approvals, consents, licences and permissions to perform its obligations under these Terms; and (c) your use of the Platform in accordance with these Terms does not infringe the Intellectual Property Rights of any third party in the UK.
Except as expressly set out in these Terms, all warranties, representations, conditions and all other terms and conditions of any kind whatsoever implied by Applicable Laws are, to the fullest extent permitted by Applicable Laws, excluded. In particular (but without limitation): (a) Tesel is a UK-based business and makes no warranties whatsoever with respect to any non-UK laws; and (b) Tesel, its suppliers and licensors give no warranty that (i) the Platform will meet your requirements; (ii) the Platform will be provided on an uninterrupted, timely, secure or error-free basis; (iii) any information obtained by you using the Platform will be accurate, up-to-date or reliable (including the ESG Data); or (iv) any defects or errors will be corrected.
If you are a Partner
You warrant, represent and undertake that: (a) you have, and will continue to hold, all necessary approvals, consents, licences and permissions to provide the ESG Data to Tesel in accordance with these Terms; and (b) the ESG Data is accurate and up to date.
You shall indemnify and keep indemnified Tesel from and against all Losses incurred by Tesel and Tesel Affiliates or their respective Representatives arising out of or in connection with: (a) any claim or allegation by a third party alleging that the Assets or ESG Data (including their use in the Profile) have infringed the Intellectual Property Rights of any third party (IP Claim); (b) any claim or allegation made by a third party or any governmental or regulatory authority against Tesel that the Assets or the ESG Data breach Data Protection Laws or any Applicable Laws governing confidential, secret or classified information; and (c) any breach by you of clause 2.4.
In relation to any IP Claim, if required by Tesel, you will at your election and at no cost to Tesel: (a) procure Tesel the right to continue to use the Assets that are affected by the IP Claim in accordance with these Terms; or (b) replace or modify the Assets that are affected by the IP Claim so that they become non-infringing or properly licenced, in a manner acceptable to Tesel (acting reasonably), ensuring that it still materially complies with the requirements set out in these Terms.
If you are a Partner
You will indemnify and keep indemnified Tesel from and against all Losses incurred by Tesel and Tesel Affiliates or their respective Representatives arising out of or in connection with any claim, demand or action by a third party (including Companies) alleging that Tesel’s use of ESG Data breaches the rights of any third party.
Each party will promptly notify the other of any claims under indemnities in these Terms (each a Claim). In respect of each Claim: (a) Tesel may at its option give you express authority to conduct all negotiations and litigation, and settle all litigation, arising from a Claim; (b) (if conducting the Claim) you will conduct the defence of any proceedings relating to a Claim diligently, using competent counsel, with regard to the interests and reputation of Tesel and Tesel Affiliates; (c) (if conducting the Claim) Tesel will conduct the defence of any proceedings relating to a Claim diligently, using competent counsel, with regard to the interests and reputation of you and your Affiliates; and (d) Tesel will, in relation to any claim which you conduct, provide you with all such available information and assistance as you may reasonably require, at your expense.
If, within 14 days after your receipt of notice of any Claim, you fail to take reasonable action to defend the same, and such Claim is not withdrawn, Tesel may at your expense undertake the defence, compromise or settlement of the Claim. Upon the assumption of the defence of the Claim, Tesel may defend, compromise or settle the Claim as it sees fit, provided that Tesel agrees to take reasonable steps to monitor and mitigate the fees and costs associated with the Claim and to keep you informed of any reasonable settlement proposals made by the claimant.
You will not use Tesel’s name, nor make any admission as to liability or agree to any settlement or compromise of any Claim without the prior written consent of Tesel (not to be unreasonably withheld or delayed).
Tesel will not use your name, nor make any admission as to liability or agree to any settlement or compromise of any Claim without your prior written consent (not to be unreasonably withheld or delayed).
In this Clause 16, the following words have the following meanings:
Agreed Purposes means: (a) to provide access to the Platform; (b) to facilitate the promotion and sale of the Products and/or Services to Companies; (c) to fulfil any other obligations of the parties under these Terms; and (d) if you are a Partner, to direct Companies and Partner Customers to the Platform in accordance with clause 7.
Data Protection Laws means the GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any other Applicable Laws relating to personal data.
GDPR means: (a) the European Union General Data Protection Regulation (EU) 2016/679 on data protection and privacy for all individuals within the European Union (EU) and the European Economic Area (EEA) (EU GDPR); (b) the EU GDPR as incorporated into United Kingdom (UK) law by the Data Protection Act 2018 and amended by the Data Protection, Privacy and Electronic Communications (Amendments, etc.) (EU Exit) Regulations 2019 (each as amended, superseded, or replaced); and (c) any other data protection laws or regulations modelled on EU GDPR under Applicable Laws.
In connection with any personal data processed by you in connection with the Platform and your obligations/rights under these Terms, you shall comply with the Applicable Laws relevant to the processing.
Each party will take reasonable steps to ensure the reliability, integrity and trustworthiness of its Representatives with access to Shared Personal Data and/or Processor Personal Data (each as defined below).
Where you and Tesel are independent controllers
Clauses 16.6 to 16.9 apply to the sharing of personal data between the Parties as controllers.
Each party acknowledges that the Party (Data Discloser) will regularly disclose to the other party (Data Recipient) personal data (Shared Personal Data) in connection with your use of the Platform and other rights/obligations under these Terms (Agreed Purposes).
Each party shall: (a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes; (b) give full information to any data subject whose personal data may be processed under these Terms of the nature of such processing. This includes giving notice that, on the termination of these Terms, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees; (c) process the Shared Personal Data only for the Agreed Purposes; (d) not disclose or allow access to the Shared Personal Data to anyone other than the intended recipients in the context of the Platform, these Terms and each party’s internal business purposes (Permitted Recipients); (e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by these Terms; (f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and (g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that the transfer is in accordance with the Data Protection Laws in respect of international transfers.
Each party shall assist the other in complying with all applicable requirements of the Data Protection Laws. In particular, each party shall: (a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data; (b) promptly inform the other party about the receipt of any data subject rights request; (c) provide the other party with reasonable assistance in complying with any data subject rights request; (d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible; (e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators; (f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Laws; (g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of these Terms unless required by law to store the Shared Personal Data; (h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; (i) maintain complete and accurate records and information to demonstrate its compliance with this Clause 16; and (j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Laws, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Laws.
You will indemnify and keep indemnified Tesel from and against all Losses incurred by Tesel or Tesel Affiliates, or their respective Representatives arising out of or in connection with any act or omission of you or your Affiliates with respect to any breach of Data Protection Laws (including Losses incurred by Companies or, if you are a Partner, Partner Customers or their Representatives.
Where Tesel is a processor for You
If Tesel processes personal data only as processor for you (Processor Personal Data) Tesel shall: (a) process Processor Personal Data only on your written instructions; (b) keep the Processor Personal Data confidential; (c) comply with your reasonable instructions with respect to processing Processor Personal Data; (d) only transfer the Processor Personal Data outside of the United Kingdom with your prior written consent (which is hereby given unless stated otherwise in these Terms); Tesel will comply with UK Data Protection Laws with respect to any international transfer of Processor Personal Data); (e) assist you at your cost in responding to any data subject request and to ensure compliance with its obligations under the UK Data Protection Laws with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators; (f) notify you without undue delay on becoming aware of a personal data breach of the Processor Personal Data; (g) at your written request, delete or return the Processor Personal Data and any copies of the Processor Personal Data (unless required by any applicable law to store the Processor Personal Data); and (h) maintain complete and accurate records and information to demonstrate compliance with this clause 16.10 and (subject to conflict of interest clearances) allow for audits by your designated auditor.
Except with the Disclosing Party's prior written consent, the parties undertake to keep secret and strictly confidential and will not disclose Confidential Information to any third party for the duration of these Terms and thereafter and will not use such Confidential Information other than for the purpose of performing their respective obligations under these Terms.
Either party may disclose Confidential Information to its Affiliates or Representatives who need to know about such Confidential Information for the purpose of performing the obligations under these Terms. Each party will ensure the compliance by its Affiliates or Representatives with the obligations of that party under this Clause 17.
The provisions of Clause 17.1 will not apply to the extent that such information is: (a) in the possession of either party without any obligations of confidence in relation to use or disclosure prior to the date of these Terms; (b) authorised for release by the written consent of the party; or (c) required to be disclosed by Applicable Laws, and the Receiving Party will promptly notify the Disclosing Party so that any appropriate protective order may be sought and/or any other appropriate action taken.
You acknowledge and agree that aspects of the Platform are trade secrets for the purposes of the Terms.
You will: (a) comply with Applicable Laws relating to anti-bribery and anti-corruption including the UK Bribery Act 2010 (Applicable Anti-Bribery Law); (b) not engage in any activity, practice or conduct which would constitute an offence under the Applicable Anti-Bribery Law if such activity, practice or conduct had been carried out in the United Kingdom; and (c) promptly report to Tesel any request or demand for any undue financial or other advantage of any kind received by it in connection with these Terms.
If Tesel reasonably suspects there to have been a breach of Clause 18.1, Tesel may terminate your Account and/or suspend your ability to use the Platform immediately. You will promptly report to Tesel any request or demand for any undue financial or other advantage received by it in connection with these Terms.
In performing their obligations under these Terms, You will comply with all applicable anti-slavery and human trafficking laws, statutes and regulations.
You warrant that at the date of these Terms you have not been convicted of any offence involving slavery and human trafficking and nor have you been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.
You will: (a) not engage in any activity, practice or conduct which would constitute a tax evasion facilitation offence under Applicable Laws; (b) have in place policies and procedures as are reasonable for a business of your kind to prevent the facilitation of tax evasion; and (c) promptly report to Tesel any relevant request or demand received from a third party to facilitate the evasion of tax in connection with these Terms.
You shall comply with all Applicable Laws relating to import and export and trade sanctions.
The restrictions on liability in this Clause 19 apply to every liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in these Terms exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which may not otherwise be limited under Applicable Laws.
Nothing in these Terms shall exclude or limit: (a) if you are a Partner, your obligation to pay the Commission; or (b) your liability for any repudiatory breach.
Subject to Clauses 19.2, 19.3 and 19.6, neither party will be liable to the other party (whether in contract, tort including negligence or otherwise) for any indirect or consequential loss.
Subject to Clauses 19.2, 19.3 and 19.6, Tesel will not be liable (whether in contract, tort including negligence or otherwise) to you for: (a) loss of profits, sales or business, agreements or contracts; (b) loss of anticipated savings; (c) loss of use or corruption of software, data or information; (d) loss of or damage to goodwill; or (e) wasted expenditure.
The provisions of Clause 19.4 will not limit Tesel's right to recover any: (a) regulatory losses, fines, expenses or any other losses arising from a breach by you of any Applicable Laws; (b) additional or administrative costs and expenses incurred by Tesel arising from a default of these Terms by you; and/or (c) expenditure or charges incurred by Tesel and rendered unnecessary due to a breach of these Terms by you.
Subject to Clauses 19.2, 19.3 and 19.4: (a) your liability to Tesel in connection with these Terms will be limited per claim to the higher of: (i) an amount equal to the Commission paid or payable to you under the Terms in the 12 months preceding the event giving rise to the claim; and (ii) £5,000, save that breaches of the following Clauses: 12 (Intellectual Property Rights); 14 (Indemnities); 16 (Data Protection); and 17 (Confidentiality), shall be subject to a higher cap of £1,000,000 in aggregate.
To the extent it is able to do so, Tesel’s liability for a breach of these Terms shall be limited to reperformance of the breached obligation.
Subject to Clauses 19.2, 19.4, 19.5 and 19.6: Tesel's liability to you in connection with these Terms will be limited to in aggregate to the higher of: (i) an amount equal to the Commission due to Tesel from you in the 12 months preceding the event giving rise to the claim; and (ii) £5,000.
Nothing in these Terms or any Partner Services Contract shall make Tesel responsible to you or any third party for a Partner or Company’s performance/deliver (or non-performance/non-delivery) of the Products and/or Services provided by them.
You will take out and maintain, for the duration of these Terms, insurance cover with a reputable insurer to cover Your obligations and liabilities under these Terms.
Both you and Tesel will promptly chose a representative and those representatives shall use their best efforts to negotiate in good faith and settle any dispute or difference that may arise out of or relate to the Terms before resorting to legal action.
If any such dispute or difference is not resolved by those persons within a further three weeks of referral, either party may ask the other to enter into mediation in good faith to settle such a dispute and shall do so in accordance with the CEDR Model Mediation Procedure.
To initiate the mediation a party must give notice in writing (ADR Notice) to the other party, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Unless otherwise agreed within 14 days of notice of the dispute to CEDR, the mediator will be nominated by CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR Notice. The party submitting the ADR Notice shall pay the costs of the mediator.
If at any time during the processes outlined in clauses 21.1 to 21.3 the parties reach agreement on the resolution of the dispute or difference, such agreement shall be recorded in writing and once signed by the parties’ authorised representatives, it shall be final and binding on the parties.
Neither party may commence any court proceedings in relation to any dispute or difference between you and Tesel arising out of these Terms until it has attempted to settle the dispute by mediation as set out in clauses 21.1 to 21.4 and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. (Nothing in these clauses 21.1 to 21.5 shall prevent a party from seeking relief to protect its Intellectual Property Rights.)
Tesel shall not be liable for any breach of these Terms directly or indirectly caused by circumstances beyond Tesel’s reasonable control, and which prevent Tesel from performing its obligations.
You acknowledge and agree that non-performance of any supplier of technology infrastructure to Tesel (including Payment Partner) is not within the reasonable control of Tesel and that, if such supplier suffers an outage or other event which directly or indirectly prevents Tesel from performing its obligations under the Terms, this shall not be a breach of the Terms by Tesel. Tesel shall use reasonable endeavours to work the problem and achieve a work-around as soon as reasonably practicable should this occur, keeping You fully and promptly informed.
All notices and communications in connection with these Terms will be in writing (which may include email, but not by messaging platforms (for example, WhatsApp, Slack, Zoom, Teams, etc)), and will be sent to the respective parties at such addresses as may be designated by the parties in writing from time to time.
Without evidence of earlier receipt, notices are deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by recorded delivery, at 9.00 am on the second Business Day after posting. In the case of post, it shall be sufficient to prove that the notice was properly addressed and posted or transmitted.
Any notices sent by email are deemed delivered at the time of transmission, or, if this time falls outside of normal business hours in the place of receipt, when normal business hours there resume.
Any obligation in these Terms on a party not to do something includes an obligation not to allow that thing to be done.
You may not, without the written consent of Tesel (which Tesel may grant or withhold in its absolute discretion) assign, subcontract, transfer, grant any security interest over or hold on trust any of its rights or obligations under the Terms or any interest in them.
Tesel may assign, transfer, grant any security interest over or hold on trust any of its rights or obligations under the Terms or any interest in them. Tesel shall provide You with notice of any assignment of these Terms.
Nothing in the Terms is intended to or will operate to create a partnership or joint venture of any kind between the parties. No party will have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.
Other than Affiliates of Tesel, who are expressly beneficiaries of these Terms, the parties do not intend any third party to have the right to enforce any provision of the Terms under the Contracts (Rights of Third parties) Act 1999 or otherwise.
These Terms are the entire agreement between the parties, and replace all previous agreements and understandings between them, relating to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by Tesel or on Tesel’s behalf which is not set out in these Terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
No failure or delay by a party to exercise any right or remedy provided under the Terms or by Applicable Law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies expressly conferred by the Terms are cumulative and additional to any other rights or remedies a party may have.
If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Terms. If any provision or part-provision of the Terms is deemed deleted, Tesel may replace it with a provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
The Terms and any non-contractual obligations arising in connection with it are governed by and construed in accordance with English law, and the English courts have exclusive jurisdiction to determine any dispute arising in connection with the Terms, including disputes relating to any non-contractual obligations.
In the Terms:
Account means the account on the Platform registered to you by Tesel.
Affiliate means any subsidiary and parent undertaking of either party and any subsidiary undertaking of any such parent undertaking from time to time.
Applicable Laws means all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time to time.
Assets means any assets you upload or add to the Platform, or otherwise make available to Tesel, including text, information and logos.
Commission means, if you are a Partner, the commission payable by you to Tesel, calculated in accordance with clause 6.4.
Confidential Information means all and any information of any nature whatsoever (including all business processes and procedures, systems, designs, methods of doing business, data, reports, specifications, formulae, proposals, strategies, business plans and analyses, financial information and projections, personnel information, information about merchandising, information about past, present or potential customers, information about past, present or potential vendors, information about existing or future technology, future stores, and proprietary or third party software, as well as all know-how, trade secrets, tactical, scientific, technical or commercial information of any kind) which has been or which may in the future be disclosed by any party (the Disclosing Party) or its Representatives to any other party (the Receiving Party) howsoever such information may be disclosed, including orally, visually, by way of information technology or otherwise, together with all analyses, compilations, studies and other documents prepared by the Receiving Party which contain or otherwise reflect or are generated from any such information.
ESG Data means, if you are a Partner, any Company or Partner Customer ESG-related information or results gathered by you.
Partner Services Terms means the Partner terms and conditions which apply to the provision of the Partner’s Services as set out or linked to in the Partner Profile.
Fees means the total fees payable by a Company for the Partner’s Services, calculated in accordance with the Price.
Force Majeure Event means an event which is outside the reasonable control of the party claiming that the event has occurred and the adverse effects of which could not have been prevented or mitigated against by that party with reasonable diligence or reasonable precautionary measures, and includes natural disasters, acts of terrorism, riots, revolutions, civil commotion or epidemics or pandemics not know at the date of the Terms, but does not include any act or omission of a subcontractor (except to the extent that act or omission is caused by a Force Majeure Event).
Good Industry Practice means that degree of skill and care which would be expected from a person of similar size and scale performing a similar task professionally.
Intellectual Property Rights means all patents, rights to inventions, copyright and related rights, moral rights, database rights, rights in designs, trade marks, service marks, trade names, domain names, rights in goodwill, rights in undisclosed or confidential information including, without limitation, know-how, trade secrets and inventions (whether patentable or not), and other similar or equivalent rights or forms of protection (whether registered or unregistered) and all applications (or rights to apply) for, and for renewals and extensions of, such rights as may now or in the future exist anywhere in the world.
Losses means claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses).
Malicious Item means any thing or device (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise) or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Partner Customers means, if you are a Partner, your customers. New Partner Customers mean any Partner Customers who become Partner Customers after you create an Account. Existing Partner Customers mean any Partner Customers who became Partner Customers before you create an Account.
Partner Services Contract has the meaning given in Clause 4.3.
Payment Partner means the payment partner chosen by Tesel to take payment for the Partner Services on your behalf and pay the Commission to Tesel.
Price means the price for the applicable Partner Services set by you and set out in the Profile.
Products means the products you offer.
Profile means either the Partner Profile or the Company Profile, as applicable.
Representatives means officers, employees, advisors, subcontractors, contractors or any other person engaged by or on behalf of a party.
Services means the services you offer (if you are a Partner, the Partner Services).
Tesel Marks means the Tesel name, Tesel logo and any other Tesel trademarks, service marks and brand properties (such as domain names and social media assets) used in connection with Tesel or any Tesel product or service.
In the Terms, the following rules of interpretation apply: (a) headings will not affect the interpretation of the Terms; (b) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (c) a reference to a company will include any company, corporation or other body corporate, wherever and however incorporated or established; (d) the terms holding company, subsidiary, parent undertaking, subsidiary undertaking and wholly-owned subsidiary will be interpreted in accordance with the Companies Act 2006, and the term associated company will be interpreted in accordance with section 449 of the Corporation Tax Act 2010; (e) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; (f) a reference to a statute or statutory provision will include all subordinate legislation made from time to time under that statute or statutory provision; (g) unless the context otherwise requires, any reference to EU law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended or re-enacted on or after 31 December 2019; (h) a reference to writing or written includes email; and (i) any words following the terms including, include, in particular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.