1. Acceptance of the Terms and Conditions

Access to the website www.esdp-org.eu (the “Website“), beyond the home page, and any use of thereof automatically entail acceptance, without restriction or reservation, of the terms of these Terms and Conditions (“Ts&Cs“). If the user does not wish to be bound by these Ts&Cs, the user will not be permitted to use the Website and the services provided under the Website (the “Services“).  

 

2. Updating the Ts&Cs  

We may modify the Ts&Cs   at any time by publishing a new version on the Website. A notification will be published on the Website to inform the users of the change. The applicable Ts&Cs are those available on the day of the user’s current connection to the Website. In the event that the user does not accept these changes, the user is free to terminate the relationship with us. If the user does not, the new general Ts&Cs will apply.

3. Publisher of the Website

The Website and the Services are published by ESDP of which full corporate information is European Supplier Diversity Program Stichting, a foundation (Stitching), registered by the Chamber of Commerce under the number 91598656, and of which address is Vijzelstraat 68, Spaces Amsterdam, 1017HL Amsterdam, the Netherlands,  (intra-community VAT number: NL865708101B01) and of which telephone number and e-mail address are +31636054681 and [email protected].

The Website is hosted by Google Cloud EMEA Limited, of which registered office is at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.

The publisher of the Website is Mojostack Limited in collaboration with European Supplier Diversity Program Stichting.

4. The Services 

We bring together European ethnic minority-owned businesses, with industry leaders who have made a commitment to equal opportunities, diversity and inclusion and that have decided to join ESDP as members (“Corporate Members“) who would potentially and not automatically procure products and services from pre-vetted suppliers (“Certified Members“) or non-vetted suppliers (“Self-Registered Members“). Through development programmes, knowledge-sharing and networking, we’re fostering more global business opportunities and diversity across supply chains in Europe.

 

5. No consumer relationship and minimum age

To use the Website, users must be at least 13 years old. To use the Services, users must be at least 18 years old or emancipated minors.  The Services are only available to registered professionals and organisations, to the express exclusion of consumers.

 

6. Registration

Prospective Corporate Members and Prospective Certified Members shall apply for paid registration for a fee, payment terms and payment methods specified on the Website. Self-Registered Members register for free registration directly on the Website.

 

7. Confidentiality and personal data 

7.1. Where we act as data controller, we undertake to protect users’ personal data in accordance with applicable data protection law. Users are invited to read the Privacy Policy describing the use made of their personal data.  

7.2. “Confidential Information” constitutes: 

7.2.1. Any information and data provided by ESDP or on behalf of ESDP to the Corporate Members under this Website or as part of the Services, including but not limited to supplier databases and their contents, supplier information or ESDP information and any information relating to suppliers’ business affairs and any information relating to suppliers’ and ESDP’s financial or other affairs.

7.2.2. Any information and data provided to ESDP by prospective and registered Certified Members and Self-Registered Members to ESDP under this Website or as part of the Services including but not limited to any information relating to suppliers’ business, financial or other affairs and any information relating to the ethnicity of suppliers’ leaders or founders.

7.2.3. Any information and data provided by ESDP or on behalf of ESDP to the prospective and registered Certified Members and Self-Registered Members including but not limited to ESDP information relating to its financial or other affairs and any information relating to suppliers’ and ESDP’s financial or other affairs and any information or material of a confidential nature supplied by ESDP.

7.3. Subject to the exceptions below, Confidential Information is strictly confidential and shall not be disclosed (in whole or in part) by the recipient of the Confidential Information (“Receiving Party“) to any other person without the prior written consent of the party disclosing the Confidential Information (“Disclosing Party“). Affiliates of the Receiving Party shall observe the same confidentiality obligation and not be deemed as a third party or other person under this clause. The Receiving Party shall take all reasonable security precautions in the safekeeping of the Confidential Information and in preventing its unauthorised disclosure to third parties, applying no lesser security measures to it than to its own confidential information. The Receiving Party shall use the Confidential Information solely for the purposes authorised by these Ts&Cs. The Receiving Party shall not use any Confidential Information for its own benefit, or that of any third party, nor shall it use any Confidential Information to the Receiving Party’s detriment. The Receiving Party shall limit access to Confidential Information to those of its employees, agents and contractors who reasonably and necessarily require access to the same for the performance of the Receiving Party’s obligations under these Ts&Cs and shall ensure that each such employee, agent and contractor is aware of the confidential nature of the Confidential Information and complies with the obligations set out in these Ts&Cs as if named as a party hereto. The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorised use or disclosure of any Confidential Information.

7.4. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information to the extent that such information: 

7.4.1. is in the possession of the Receiving Party at the time of its disclosure hereunder and not otherwise subject to obligations of confidentiality; 

7.4.2. is or becomes publicly known, through no wrongful act or omission of the Receiving Party or breach of this Agreement; 

7.4.3. is received without restriction from a third party free to disclose it without obligation to the Disclosing Party; 

7.4.4. is developed independently by the Receiving Party without reference to the Confidential Information or other information of the Disclosing Party; or 

7.4.5. is disclosed as required by law.

7.5. Notwithstanding and by way of exception to the foregoing, as a part of the process to become a Self-Registered Member or a Certified Member, ESDP will obtain the applicant supplier’s information which may consist of business information and data. Some of the information (excluding any information detailing the ethnicity of the individuals within a supplier) will be shared on ESDP’s business profile and will be accessible through our database, which is accessible by our corporate network. 

7.6. No disclosure of Confidential Information shall, by itself, constitute a transfer or assignment of intellectual property rights of either party. 

8. Registering and creating and using an account

When creating an account or applying for registration or membership, the user undertakes to provide accurate information and to make the necessary changes if a change in their situation renders the information inaccurate.  

ESDP has no power to control the veracity of all the information transmitted by users for the creation of the user’s account. Consequently, ESDP cannot be held liable for erroneous declarations, false declarations or usurpation of identity made by users or third parties. 

The user is responsible for the security of the individual workstations used to access the Services. The user is responsible for restricting access to their computer, tablet, mobile phone or connected device and for all activities carried out from their user account or with their identifiers. 

If the user discovers or has a reason to believe that their password is known to someone else, or that it is being used or is likely to be used in an unauthorized manner, the user must inform ESDP immediately by sending an e-mail to memerbship@esdp-eu.org

The Website may be integrated with or interact with third-party applications, websites and services (“Third-Party Websites“) and computing and/or connected devices such as computers, mobile phones, tablets, third-party speakers, etc. (“Third-Party Devices“).  The use of these Third-Party Websites and Third-Party Devices by users may be subject to contractual documents binding the user and the third party concerned. ESDP does not guarantee the compatibility of the Website with Third-Party Websites and Third-Party Devices.

9. Liability 

ESDP may only be held liable due to a fault on its part that has been definitively established by the competent courts and has become final and binding.

ESDP may not, under any circumstances, be held liable for any indirect damages, loss of profits, anticipated savings, opportunity, reputation or goodwill incurred by users as a result of using the Website or the Services whether caused by the negligence, breach of contract, tort or breach of statutory duty. 

Furthermore, ESDP may not be held liable in the event of negligence on the part of the user and/or for acts by the user that do not comply with applicable laws and/or the Ts&Cs.

Finally, ESDP cannot be held liable for the poor performance of the services of a supplier of a third-party application or a partner falling within the scope of their own general terms and conditions accepted by the user. 

ESDP cannot be held liable for information communicated by users.

ESDP may not be held liable for any fraudulent use of the content of the Website or Services that may take place without its knowledge or in breach of these Ts&Cs, and in particular for any illegal copying or downloading of user content.

ESDP cannot be held liable for any disputes that may arise between users or any categories of members (Self-Registered Members, Corporate Members or Certified Members).

ESDP shall not be held liable due to the quality of the Internet or telephone network, access thereto or any interruption of the Service specific to the Internet or telephone network.

ESDP shall not be held liable for broken hyperlinks on the Website to third party websites, nor for their content, in particular advertising, products, services and/or any other material available on and from said third party sites.

Unless otherwise provided by applicable mandatory laws and regulations, any other liability of ESDP and any of its affiliates in contract or otherwise arising out of or in connection with these Ts&Cs, is limited in the aggregate to two thousand euros. 

The user guarantees ESDP against any action by a third party resulting from the user’s failure to comply with its legal or contractual obligations, in particular the terms of these Ts&Cs. The user will compensate ESDP in the event of direct damages (including court costs and legal fees) suffered as a result of said breaches.

10. Intellectual property  

10.1. ESDP’s intellectual property

The general structure of the Website, the Services and/or all other elements composing them, such as the graphic charter, texts, visual elements, photographs not supplied by users, are the exclusive property of ESDP or have been the subject of prior authorisation for use by ESDP.

All trade marks, trade names, logos, domain names and other intellectual property rights, excluding content supplied by users (such as users’ logos), are the exclusive property of ESDP, or have been the subject of prior authorization for use by ESDP. 

The users may not use the property of ESDP without the prior written authorization of ESDP.

10.2. Licence for the benefit of the user

Users are granted a licence to use the Website and the Services solely for the purposes of their access to the Services, to the exclusion of any other purpose.  

This user licence is personal, non-exclusive, non-assignable and non-transferable, for the duration of the user’s use of the Services and for the whole world. 

The user may under no circumstances make the Services available to third parties, and any other use is strictly prohibited, in particular any adaptation, reproduction, correction, modification, arrangement, distribution, translation into any language, decompilation of the Website, the content or the Services, without this list being limitative. 

Any infringement of this article constitutes an act of intellectual property right infringement punishable under civil and criminal law.

Any distribution, exploitation, representation, reproduction or use on any medium of any element making up the content of the Services, including the Ts&Cs, other than as authorized by ESDP, is strictly prohibited.      

10.3. Intellectual property of user content

The user retains any intellectual property rights that it holds (including any licence granted by a third party) over the content that the user shares on the Website. For the limited purposes of providing the Services, the user grants ESDP a limited licence over the said content. Thus, the user grants ESDP a non-exclusive, transferable, sub-licensable, royalty-free, fully paid, irrevocable, worldwide license to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute and otherwise use such content through any medium, by any means and in any manner now known or later developed, in connection with the Service.  

If the user provides ideas, suggestions or other feedback regarding the use of the Website, the Service or any Content, such feedback is not confidential and may be used by ESDP without restriction or payment.

11. Prohibited user content

Users are prohibited from posting, uploading, distributing or otherwise making available to third parties on the Website any unlawful content, including, without limitation, any content:

• infringing the intellectual property rights of third parties;  
• containing malicious computer programmes (such as viruses, trojan horses, time-bombs, keystroke loggers, spyware, adware or any other harmful programmes);  
• breaching, in any way, any applicable local, national or international law or regulation;
• that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
• intending to harm minors in any way; or
• transmitting, or procuring the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

12. Other restrictions

The user undertakes not to resort to the automatic use of computer systems such as scripts with a view to adding members to their profile and/or sending messages. 

The user agrees not to use any software, device, script, robot or any other means or process (including, without limitation, spiders, browser plug-ins and add-ons, or any other technology) to perform web/data scraping, data mining of the Website or the Services or to copy profiles and other data from the Website and the Services.

Any artificial use of the Website (such use being intended, for example, to abnormally or artificially increase the number of views or listens to certain user content), via automated processes, such as robots or scripts, or by any other means, is strictly prohibited.

Any hyperlink referring to the Website and using the “framing” technique (a programming technique offering the possibility of dividing a web browser window into several autonomous frames with the aim of displaying the content of an external site) or “in-line linking” (a process whereby a single element extracted from another site appears on a web page, this saves storage space on the hard disk of the machine where the site is hosted and has the effect of concealing from an unsuspecting user the original environment to which this element belongs) is formally prohibited.

13. No professional advice 

The content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website.

Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up to date.

14. Applicable law and dispute resolution

These Ts&Cs are subject to French law. Any claim relating to the application of these Ts&Cs must be addressed to ESDP by e-mail to the following address: membership@esdp-org.eu so that it can be processed as quickly as possible.

If the complaint submitted under the conditions described above fails, the parties will seek an amicable solution before taking any legal action. If these attempts fail within 45 days of the date of the initial written complaint, or in the event of a complaint on the part of ESDP, any dispute relating to these Ts&Cs must be brought before the Paris Courts.

 

15. Entire agreement

15.1. These Ts&Cs set out the entire agreement and understanding between the parties and supersedes any previous agreements between the parties relating to the subject matter of these Ts&Cs.

15.2. The users acknowledge that in entering into of these Ts&Cs they do not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to of these Ts&Cs or not) other than as expressly set out in of these Ts&Cs.

15.3. Nothing in this clause 15 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation.