Vine

These Terms
1. These RCS terms & conditions of access and use together with any terms in the licence or services agreement or other proposal with RCS (the “Contract” ) shall constitute the entire agreement ( “Agreement” ) relating to the content, access and use of VINE, Better Mining and other RCS apps or platforms present or future (each an “App” and together “App(s)” ) (and any data associated with such use) between RCS Limited incorporated and registered in England with company number 06568651 whose registered office is at 9a Burroughs Gardens, London, NW4 4AU, United Kingdom ( “RCS” ) and the client or user ( “Client” ) named in the Contract. If there is any conflict between the Contract and these terms and conditions of access and use, these terms and conditions of access and use shall prevail in respect of the App(s) and data or information contained at or accessible via the App(s).
2. This Agreement shall apply in relation to the App(s) and shall prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s correspondence, request for proposal, prior proposal, purchase order or other document of the Client. The Client’s use of the App(s) shall constitute the Client’s acceptance of this Agreement.
Access to the App(s)
1. Subject always to the payment by Client of any amounts agreed between RCS and the Client either in this Agreement, the Contract or under another contract in return for which RCS agrees to allow the Client to have a non-exclusive right and licence during this Agreement to access and use the App(s), and subject to the Client’s continued compliance with the same, RCS grants to the Client a non-exclusive, non-transferable right to permit those employees, agents, and bidders of the Client who are authorised by the Client ( “Authorised Users” ) to use the App(s) during this Agreement solely for the Client’s internal business operations and subject to the terms in this Agreement, and in each case subject to identification of such party who intends to use the App(s) and the prior written consent of RCS.
2. The Client:
  1. undertakes that the maximum number of Authorised Users that it authorises to access and use the App(s) shall not exceed the number of user accounts identified in the Contract;
  2. will not allow or suffer any user account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the App(s);
  3. acknowledges that RCS may use its admin login to review the Authorised User and use logs of the App(s) at any time;
  4. shall procure the compliance by the Authorised Users with the relevant provisions of this Agreement and any appropriate end user licence agreement;
  5. shall ensure each Authorised User keeps a secure and confidential password for their use of the App(s), uses multi-factor authentication and changes such password in accordance with RCS’s security policy.
3. If an audit reveals or RCS reasonably suspects that any ID and/or user account is being used by someone who is not an Authorised User, that ID and/or user account may be suspended or cancelled.
4. RCS warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
5. RCS shall use all reasonable commercial endeavours to ensure full continuity and functionality of the App(s) save for:
  1. planned maintenance carried out during the maintenance window as set out in the proposal or otherwise notified to the Client; and
  2. unscheduled maintenance provided that RCS has used reasonable endeavours to give the Client at least 6 hours' notice in advance (whether by way of system notification, email or otherwise), only where such unscheduled maintenance is within RCS’s control.
6. Materials and features may be added to or withdrawn from the App(s) and the App(s) otherwise changed without notice to the Client.
7. RCS shall use all reasonable skill and care in providing the App(s) in accordance with their specifications. If the App(s) do not conform with their specification and such non-conformance materially and adversely affects Client’s use of the App(s), RCS will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Otherwise, RCS shall address such non-conformance as part of its overall maintenance roadmap for the App(s). Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of this clause 2.7 .
8. Notwithstanding the foregoing:
  1. all warranties, conditions and other terms implied by statute of common law are, to the fullest extent permitted by law, excluded from this Agreement. RCS makes no representation or warranty, express or implied, regarding suitability, originality, fitness for a particular use or purpose, or results to be derived from the use of any materials, the App(s) provided under this Agreement;
  2. the obligation in clause 2.7 shall not apply to the extent of any non-conformance which is caused by inappropriate use of the App(s), or modification or alteration of the App(s) by any party other than RCS or its authorised contractors or agents;
  3. RCS does not warrant that the Client’s access to or use of the App(s) will be uninterrupted or error-free;
9. RCS is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the App(s) may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Client’s obligations and acknowledgements
1. The Client agrees to, and shall procure that each of its Authorised Users:-
  1. co-operate with RCS in all matters relating to the App(s) and, where reasonably required, furnish or cause to be furnished to RCS all necessary and appropriate information for use in providing access to and use of the App(s) under the Contract (including all inputs listed in the Contract as the Client’s responsibility) and hereby warrants that any information relating to the Client that is provided to RCS by or behalf of the Client will be true and accurate in all material respects and not misleading but which does not form Input Data defined in clause 4.1 (“Client Data”).
  2. comply with all applicable laws and regulations with respect to its activities under this agreement;
  3. ensure that the Authorised Users use the App(s) and relevant documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
  4. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the internet, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet; and
  5. obtain and maintain all necessary licences, consents, and permissions necessary for RCS, its contractors and agents to perform their obligations under this agreement, including without limitation, access to and use of the App(s).
2. The access to and use of the App(s) is personal to the Client and intended to be used solely and exclusively for the Client’s material business use and the Client will not permit any third party to, access or use the App(s) or any data or information contained at or accessible via the App(s), without the prior written consent of RCS.
3. The Client acknowledges that RCS uses third party proprietary software and/or open source software in the provision of the App(s) and the Client agrees to comply with all reasonable requests of RCS as may be required to ensure RCS’s compliance with its legal obligations to the third party software owner and/or open source licence.
4. The Client shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement or as otherwise agreed by the parties:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the App(s) in any form or media or by any means; or
  2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App(s); or
  3. access all or any part of the App(s) in order to build a product or service which competes with the App(s); or
  4. use the App(s) to provide services to third parties; or
  5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the App(s) and/or relevant documentation available to any third party except the Authorised Users, or
  6. attempt to obtain, or assist third parties in obtaining, access to the App(s) and/or relevant documentation, other than as provided under this clause 3; and
5. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the App(s) and, in the event of any such unauthorised access or use, promptly notify RCS.
6. The rights provided under this clause 3 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
7. The Client shall not (and shall procure that Authorised Users shall not) access, store, distribute or transmit any viruses, malware, or any material during the course of its use of the App(s) that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property.
8. RCS reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.
9. If RCS makes any adaptations to the App(s) to accommodate the objectives of or any request by the Client and/or any deliverables from RCS are adaptations or additional modules to or derivative works of the App(s), RCS shall own all rights in the same. RCS shall grant the Client a licence to use the same in accordance with this clause 4.
10. The Client shall not remove or obscure the copyright notice or other notices contained in any materials retrieved from the App(s).
11. The Client agrees that it shall not download, store, reproduce, transmit, display, print, copy, distribute or use any of the App(s) or materials from the App(s) save for its own Client Data or the Output Data. All access to and use of the App(s) via mechanical, robotic or any other automated means not provided as part of the App(s) is strictly prohibited, save for access to any application programming interface maintained by RCS in relation to the App(s). Use of the App(s) is permitted only via manually conducted activities.
Licence and use of Data
1. Pursuant to the Contract and/or as a user of the App(s), the Client acknowledges that it may either or, in some circumstances, both: (a) contribute certain information from time to time to RCS and/or upload certain information to the App(s) ( “Input Data” ) as a provider of data ( “Data Provider” ); or (b) consume data ( “Data Consumer” ).
2. The Client acknowledges that RCS owns certain materials, research, reports, indices, qualitative assessments, market place and other data and content that RCS has created prior to this Agreement or may thereafter create or acquire (the “RCS Data” ) and RCS owns all RCS Data.
3. As part of fulfilling the Contract and providing the App(s), RCS will provide or produce output or audit data which may include RCS Data and Input Data but not Client Data ( “Output Data” ).
4. Where appropriate or practicable, RCS will identify the source of the Output Data. The Client acknowledges that RCS may, in providing the Output Data, use publicly available information and information contained in reports and other materials provided by third parties, including, without limitation, information provided by or on behalf of the Client. Unless there is a specific attestation from RCS as to the accuracy of the Output Data, RCS does not assume responsibility for such Output Data nor that the use of the App(s) or the Output Data will produce any specific results outside of the scope specified in the Contract or the specification for the App(s) and neither the Client nor any third party may rely upon the same.
5. The Client Data shall, at all times, be and remain the exclusive property of the Client. RCS shall have a non-exclusive perpetual licence to use the Client Data in conjunction with the Contract and except as provided in this Agreement, RCS shall not have or acquire any title or interest in or to any Client Data.
6. The Data Provider grants a worldwide licence for RCS to use the Input Data as required for its business including to access, view, store, host, combine or aggregate it with other data, create derived data, share, distribute and sublicence the same as part of its business operations to users on a confidential basis including (i) to Data Consumers; and (ii) where specified at the time of uploading, to RCS’s customers or other entities as part of the audit of their supply chain of which the Client is part.
7. RCS shall own the Output Data.
8. Subject always to payment of RCS’s fees and expenses in connection with the App(s), the Data Consumer shall have a non-exclusive, royalty-free, perpetual licence to: (i) download and use the Output Data solely for the Client’s internal business operations and subject to the terms in this Agreement; and (ii) use any RCS Data solely while the Client has access to RCS Data via the App(s) pursuant to this Agreement and/or to the extent it forms part of the Output Data. Save with the prior written authorisation of RCS, the Client may not publish, disclose or refer to any RCS Data or any forecasts or analysis that RCS may make via the App(s). Except with the prior written authority of RCS, the Client may not use, reproduce or display any RCS Data or the App(s) or prepare any works derived from RCS Data or the App(s) for the benefit of any person or entity.
9. RCS shall be entitled to operate VINE “Discovery Mode” access privileges for general subscribers, under which such subscribers may access non-confidential, public information in respect of the Client’ suppliers including supplier name (company name), supplier type, location (which is limited to country), whether the supplier was audited and the general information about material groups it is involved in. The Client may be requested, and can provide written consent to RCS, to disclose commercial and supply chain links between its suppliers, including audit report details and scores.
Confidential Information
1. Each party agrees that it may be provided or granted access to the other’s data, third party data supplied by the other, systems and other materials of the other that may be considered to be confidential or proprietary (“Confidential Information”) and such use is only permitted in the exercise of its rights and performance of its obligations under this Agreement. Each party shall not disclose the other party’s Confidential information.
2. Notwithstanding clause 5.1 , each party may disclose the other party’s Confidential information to those of its employees, officers, advisers, agents or representatives who need to know the other party’s Confidential information in order to exercise the disclosing party’s rights or perform its obligations under this Agreement provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom Confidential information is disclosed is aware of its confidential nature and complies with this clause 5 as if it were a party.
3. RCS may use the Client’s Confidential Information for any proper purpose related to operation of the App(s). RCS may anonymise the Client’s Confidential Information and Client Data and/or combine it with other information in a way that it is no longer associated with the Client and therefore not the Client Data and use that anonymised and/or aggregated information for benchmarking purposes or otherwise in the course of its business, including development and support of the App(s) ("Benchmarking Data").
Charges and Payment
1. The charges payable for the App(s) and the timing of payments shall be set out in the Contract. If no timings are specified, RCS shall invoice the Client annually in advance for access to and use of the App(s) and the Client shall pay each invoice submitted to it by RCS, in full and in cleared funds, within 45 days of receipt.
2. All charges are exclusive of applicable tax which the Client shall also pay. If the Client is required to make a deduction or withholding on account of any tax, the Client shall increase the amount payable to RCS so that that it is equal to the amount that would have been due but for the deduction or withholding.
3. Without prejudice to any other right or remedy that RCS may have, if the Client fails to pay RCS on the due date, RCS may:-
  1. charge interest on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time of Barclays Bank Plc; and
  2. suspend access to and use of the App(s) until payment has been made in full.
4. RCS shall be entitled to increase the charges on the second and each subsequent (if any) anniversary upon 90 days' prior notice to the Client and the Contract shall be deemed to have been amended accordingly.
Limitation of Liability
1. This clause 7 sets out the entire financial liability of RCS (including any liability for the acts or omissions of its employees, agents and sub-contractors) arising out of or in connection with this Agreement including without limitation in respect of: (a) any breach of this Agreement; (b) any use made by the Client of the App(s), RCS Data, Output Data or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
2. Nothing in this clause limits or excludes the liability of RCS: (a) for death or personal injury resulting from negligence; or (b) for fraud or fraudulent misrepresentation by RCS.
3. Subject to clauses 7.1 and 7.2 , RCS shall not be liable, whether in tort (including fraud, negligence or breach of statutory duty), contract, misrepresentation or otherwise for: (a) loss of profit; or (b) loss of business; or (c) depletion of goodwill and/or similar losses; or (d) loss of anticipated savings; or (e) loss of use or interruption of business; or (f) loss or corruption of data or information; (g) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
4. RCS’s total 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 fees paid (excluding payments for taxes and expenses by the Client to RCS for the App(s)) during the 12 months immediately preceding the date on which the claim arose.
5. RCS shall indemnify the Client against all liabilities, costs, expenses, damages and losses and reasonable professional costs and expenses) suffered or incurred by the Client arising out of or in connection with any claim that the Client’s access to or use of the App(s) infringes a third party's intellectual property rights. RCS’s liability under this indemnity is conditional on the Client discharging the following obligations. The Client shall indemnify RCS against all liabilities, costs, expenses, damages and losses and reasonable professional costs and expenses) suffered or incurred by RCS arising out of or in connection with any claim that the possession by RCS of the Client Data infringes a third party's rights. The liability under the indemnities in this clause is conditional on the party relying upon the indemnity ( “Indemnified Party” ) discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the Indemnified Party that may reasonably be considered likely to give rise to a liability under the respective indemnity in this clause ( “Claim” ), the Indemnified Party shall: (a) as soon as reasonably practicable, give written notice of the Claim to the other party ( “Indemnifying Party” ), specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party; (c) give the Indemnifying Party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Indemnified Party, to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at the Indemnifying Party's expense to assess the Claim); and (d) be deemed to have given the Indemnifying Party sole authority to avoid, dispute, compromise or defend the Claim.
Duration & Suspension/Termination
1. This Agreement shall be effective for the minimum period and shall be renewable and terminable in each case as specified in the Contract or, if no period is specified, shall continue indefinitely until terminated.
2. Subject to anything to the contrary in the Contract or if the Contract does not specify a minimum period, renewal or termination provisions, this Agreement shall continue until terminated by either party by three months’ notice in writing to the other.
3. Subject to anything to the contrary in the Contract, either party may terminate this Agreement immediately on giving notice to the other if:-
4. Instead of terminating this Agreement, RCS may suspend the Client’s access to the App(s) in the circumstances in clause 8.3.
5. Upon termination of this Agreement for any reason:
6. For the avoidance of doubt destruction or disposal under clause 8.5.4 shall not affect the Output Data or Benchmarking Data.
Data Protection
1. In this clause 9: (i) “Data Protection Legislation” means (a) to the extent the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the General Data Protection Regulation ((EU) 2016/679) applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of personal data; and (ii) “data controller”, “data processor”, “personal data” have the meanings as defined in the Data Protection Legislation).
2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
3. The parties acknowledge that, the primary purpose of the access to and use of the App(s) is not the processing of personal data and the primary content of the Client Data and/or Input Data is not personal data. To the extent the Client Data and/or Input Data contains personal data, the Client will be considered the data controller for the purposes of the Data Protection Legislation in respect of the use of the App(s), the Client is the data controller and RCS is the data processor.
4. Without prejudice to the generality of clause 9.2 , the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Provider for the duration and purposes of this agreement.
5. Without prejudice to the generality of clause 9.2 , RCS shall, in relation to any personal data processed in connection with the performance by RCS of its obligations under this agreement:
  1. process that personal data only on the written instructions of the Client unless RCS is required by Data Protection Legislation to otherwise process that personal data;
  2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
  3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
  4. not transfer any personal data outside of the UK or European Economic Area to a country without adequate protection for personal data unless the following conditions are fulfilled: (a) the Client or RCS has provided appropriate safeguards in relation to the transfer; (b) the data subject has enforceable rights and effective legal remedies; and (c) RCS complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred;
    1. assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    2. notify the Client without undue delay on becoming aware of a personal data breach;
    3. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Data Protection Legislation to store the personal data; and
    4. maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and allow for audits by the Customer or the Customer's designated auditor.
6. The Client consents to RCS appointing third party processors of personal data under this Agreement for the purposes of assisting with the provision of the App(s). RCS will inform the Client of the identify of such third parties from time to time and RCS confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement incorporating terms which are substantially similar to those set out in this agreement. As between the Client and RCS, RCS shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 9.6.
General
1. Force Majeure. RCS shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control.
2. Variation. This Agreement may only be varied with the written agreement of RCS. RCS reserves the right in its sole discretion to change the terms of this Agreement from time to time. Where such changes do not materially or adversely affect the performance of the App(s), such changes shall take effect immediately by RCS posting the new terms online. Otherwise, RCS shall use reasonable endeavours to provide 30 days written notice of such changes. If, during this period, the Client gives written notice to RCS objecting to the changes, the parties shall meet to discuss the changes in good faith. Otherwise, the Client shall be deemed to have accepted such changes.
3. Waiver. A waiver of any right of this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
4. Severance. If any provision (or part of a provision) or this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions will remain in force.
5. Status of pre-contractual statements. Each of the parties acknowledges in entering into this Agreement that it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
6. Assignment. The Client shall not, without the prior written consent of RCS, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights (including the licences to use the App(s) and access RCS Data or Output Data) or obligations under this Agreement. RCS may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
7. Rights of Third Parties. No one other than a party to this Agreement shall have any right to enforce any of its provisions.
8. Governing Law & Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the English law and the parties submit to the exclusive jurisdiction of the English courts.

RCS terms & conditions of access and use