BRCGS Directory Terms and Conditions

By accessing and using the Directory, you agree to be bound by and comply with these Terms and Conditions. The Applications used to provide the Directory are provided by our supplier, Trace One Limited, and are subject to its End User Licence Agreement.

Please read these Terms and Conditions and the End User Licence Agreement carefully as they set out your rights and obligations in respect of your use of the Directory.

In consideration of the mutual promises and agreements contained in these Terms and Conditions, you and we agree as follows:

Definitions

These Terms and Conditions use the following definitions:

“Applications” means the (third party licensed) software used to provide the Directory and Services

“Authorised Entity” means the accreditation body, certification body, supplier or retailer that you work for, or represent and on whose behalf you are using the Directory and Services

“BRCGS", “we”, “us” or “our” means BRC Trading Limited, a company incorporated in England and Wales, with registered company number 04281617, whose registered office is at LGC, Queens Road, Teddington, TW11 0LY, United Kingdom (the “Company")

“Directory” means the BRCGS Directory which is the official database of all audits conducted against a BRCGS Global Standard

“Directory Data” means all data, personal data, information and/or documents stored on the Directory

“including” means including without limitation to the generality of any preceding description, definition or phrase

“personal data” means any information or data relating to an identified or identifiable natural person who can be identified directly or indirectly

“Services” means (i) access and use of the Directory and any documentation and materials available via the Directory, (ii) use of the Applications and (iii) the ability to upload User Data to the Directory

“User” means a person authorised by BRCGS to access and use the Directory and Services

“User Data” means all data, personal data, information and documents provided or uploaded to the Directory when using the Services

“You” or “Your” means the person who has requested and been granted access to the Directory.

2. Access to the Directory and Services

2.1 Conditions of access: You agree to comply with the following obligations when accessing and using any part of the Directory, Services and/or uploading any User Data to the Directory:

(a) you must be an employee, representative or agent of an accreditation body, a certification body, a supplier or a retailer (referred to as an Authorised Entity in these Terms and Conditions) and have been invited by us to register to use the Directory and Services;

(b) you must be authorised or instructed by an Authorised Entity to upload the User Data to the Directory;

(c) you must ensure that all necessary consents and/or authorisations from individuals (whose personal data is to be uploaded to the Directory) have been obtained;

(d) any personal data you provide about yourself when creating an online account or profile to use the Directory and Services must be accurate and complete, and you will keep that data up to date;

(e) you will safeguard your access code and password at all times and not share them with anyone. You will take all necessary precautions to control and prevent unauthorised access or use of the Directory and Services. Any connection to the Directory and Services using your access code and password shall be deemed to be access by you and you shall be solely responsible for all such access and use. We accept no liability in the event of fraudulent or improper use of your access code and password. In the event of loss or theft of your access code or password, you must notify us immediately by email to submissions@brcgs.com; and

(f) you will ensure the computer system you use to connect to the Directory or Services and your Internet connection meet any technical requirements as specified by BRCGS and you must take all reasonable measures to safeguard your computer system against viruses, worms, Trojan horses, bugs and other malicious software which could impact the Directory or Services.

2.2 Personal identifiers: Your connection to the Directory and Services is authorized solely on the condition that you use the personal identifiers set out in your account. We may change your personal identifiers for technical reasons, subject to providing you with three (3) days’ prior notice, or without notice if the change is required for security or emergency purposes.

2.3 Availability: Access to the Directory or Services may be unavailable without notice at certain times, including when systems require maintenance or upgrades, or in the case of unforeseen circumstances. Your access to the Directory or Services is therefore not guaranteed to be always available or interruption free. We will not be liable for the lack of availability of the Directory or Services, or for any damages that may result from such lack of availability, and we provide no warranties or service levels in respect of the availability of the Directory or Services.

3. Your rights and obligations

3.1 We grant to you, for the duration of these Terms and Conditions, a non-transferable, non-exclusive, non-assignable, limited and revocable right to access and use the Directory and Services on behalf of the Authorised Entity for whom you work in accordance with these Terms and Conditions.

3.2 You warrant that you will not, in connection with your use of the Directory or Services, do any of the following:

(a) permit any third party to use the Directory or Services except as permitted by these Terms and Conditions;

(b) disclose or transmit any Directory Data to any unauthorized third parties;

(c) reproduce, download, copy, modify, translate, reverse engineer, reconfigure, disassemble or recreate the Applications, even partially, or permit a third party to carry out any such act;

(d) modify, alter or delete notices of the copyright, trademark, or any other intellectual property right appearing in or on the Applications, or prevent their identification;

(e) sell, lease, sublicense, dispose of, re-distribute or otherwise transfer, or share all or any part of your rights relating to the Applications, by any means whatsoever;

(f) use the Directory or Services to send spam, unsolicited messages or any other message in violation of any applicable law;

(g) send, display, maintain or transmit illegal, obscene, menacing, defamatory or otherwise illegal or unlawful data, including information infringing a third party’s intellectual property rights;

(h) send, display, maintain or transmit information that contains any virus, computer worm, Trojan horse or other damaging device, data file, script, agent or program; and

(i) interfere with or disrupt the integrity or functioning of the Directory or Services.

4. Data protection and your privacy rights

4.1 Purposes for which we use your personal data: When you use the Directory or Services we will obtain personal data about you which we will use in accordance with (i) the data protection notice provided to you at the time you registered to use the Directory and (ii) our Privacy Notice (which can be accessed here). By way of reminder, we will use your personal data for:
(a) administration, management and enhancement of the Directory and Services (which may involve sending you service related communications, including by email, regarding the Services, the Directory and other relevant services);
(b) administration and management of these Terms and Conditions;
(c) delivery, enhancement and development of our products and services;
(d) statistical analysis and understanding user-interactions with the Directory and Services; and
(e) with your prior consent, marketing by email, telephone and SMS.

4.2 Types of personal data we collect about you: The type of personal data we may collect about you includes: your name, job title, location, username and password, email address, phone number, time zone, user preferences, user profile and Directory usage information (including a record of your download and upload activities).

4.3 Disclosures of your personal data: We may share your personal data with (i) our third party vendors, including Trace One Limited who is supplying, hosting and managing the Applications and platform on which the Directory operates and (ii) where appropriate, the Authorised Entity that you represent. We may also disclose your personal data if required or authorised to do so by applicable law, by an order of a court or enforcement authority, and/or where necessary to ensure compliance with legal or contractual obligations.

4.4 Legal basis for the processing of your personal data: The legal bases that permit us to process your personal data are:
(a) our legitimate interests, namely the provision of the Directory and Services; the delivery, enhancement and/or development of our products and services; and the management and support of the Directory and Services, to the extent these activities do not cause you harm or prejudice;
(b) performance of and compliance with these Terms and Conditions; and
(c) your consent in respect of any direct marketing communications.

4.5 Retention of your personal data: We will keep your personal data for as long as necessary in connection with the purposes described in clause 4.1 and in accordance with our retention policy and applicable law.

4.6 International transfers: Personal data collected and stored within the Directory will be transferred to our supplier, Trace One Limited, in the United States. The transfer is for the purpose of providing the Directory and Services. We have put in place with Trace One Limited adequate safeguards to protect your data, which include the EU Commission-approved Standard Contractual Clauses (which is a contract that governs the transfer of data from the EEA/UK to non-EEA/UK countries).

4.7 Your data protection rights: Under EU/UK data protection laws, you have certain rights in relation to the personal data we process about you. Please note, these rights are not absolute and are subject to conditions set out in applicable law. We will give effect to these rights to the extent we are legally required to do so:

(a) Access: you have the right to request information about how your personal data is processed and obtain a copy of that personal data;

(b) Rectification: you have the right to request the rectification of inaccurate personal data about you and for any incomplete personal data about you to be completed;

(c) Objection: you have the right to object to the processing of your personal data which is based on our legitimate interests (as described in clause 4.4(a) above);

(d) Erasure: you have the right to request the erasure of your personal data in certain circumstances;

(e) Automated decision-making: you have the right not to have a decision made about you that is based solely on automated processing if that decision produces legal effects about you or significantly affects you;

(f) Restriction: you have the right to ask us to restrict the processing of your personal data, so that your personal data is no longer processed until that restriction is lifted;

(g) Portability: you have the right to receive your personal data, which you have provided to us, in a structured, commonly used and machine-readable format and to have that data transmitted to another person in certain circumstances.

In addition to the above, you have the right to lodge a complaint with a supervisory authority (such as the supervisory authority in your member state of habitual residence, place of work or where the alleged infringement took place) if you consider that our processing of your personal data infringes applicable data protection law. The supervisory authority for the United Kingdom is the Information Commissioner’s Office whose website is: www.ico.org.uk

If you wish to exercise any of your rights or if you have any questions about these rights, you can contact BRCGS using the contact details set out in clause 4.9 below.

4.8 Cookies: The Directory uses cookies to enable you to sign in and use the Directory and Services and to help personalise and improve your online experience. For more information about our use of cookies, click here.

4.9 Controller: BRCGS is the controller of your personal data obtained in connection with these Terms and Conditions and your use of the Directory and Services. You can contact us by email at enquiries@brcgs.com or you can write to us at the following address: BRC Global Standards Customer Service, 2nd floor, 7 Harp Lane, London EC3R 6DP.

5. Your privacy and confidentiality obligations

5.1 You agree:
(a) to provide accurate and complete personal data about yourself when you register to use the Directory and to keep your account data up-to-date and accurate at all times;
(b) to use appropriate technical and organizational measures to protect any personal data that you obtain as a result of your use of the Directory or Services against accidental or unlawful destruction, loss, disclosure, access or lawful processing.

5.2 You acknowledge and agree that Directory Data may include personal data that is governed by data protection, privacy and other related laws (such as the General Data Protection Regulation 2016) (“Laws”) and for that reason you agree to only use such personal data in accordance with the rights granted to you in these Terms and Conditions. If you do not comply with this requirement you may be in breach of applicable Laws and if that results in BRCGS or our suppliers incurring liability, you and the Authorised Entity will be responsible for that in accordance with these Terms and Conditions.

5.3 You agree to treat as confidential all Directory Data or other information that you obtain as a result of using the Directory or Services (“Confidential Information”) and you undertake:

(a) only to use and disclose Confidential Information for the purposes permitted by these Terms and Conditions; and

(b) not to disclose the Confidential Information to any unauthorised third party. This obligation will not apply where the disclosure is required by applicable law, or where the Confidential Information (excluding any personal data) becomes part of the public domain through no unauthorised act or omission on either your part or our part.

6. Intellectual Property Rights and Licence to Use

6.1 If you upload to the Directory any User Data in which you own the intellectual property rights, including copyright, (“IPRs”) you hereby grant to BRCGS and other Users a non-exclusive, non-transferable, perpetual licence to use such User Data for the purpose of enabling us to operate and provide the Directory and Services, and for the benefit of other Users (who may be located anywhere in the world) (“Licence to Use”).

6.2 If you upload to the Directory any User Data in which the IPRs are owned by the Authorised Entity you work for or represent, you hereby confirm that you are authorised by such Authorised Entity to grant to BRCGS and other Users a Licence to Use such User Data.

6.3 You are granted a non-exclusive, non-transferable, revocable and limited licence to use the Directory and Directory Data for the purpose of uploading BRCGS audit reports and other materials to the Directory on behalf of the Authorised Entity. You may not sell, rent, lease, loan, sublicence or create derivative works of the Directory Data.

6.4 Upon termination of these Terms and Conditions, your right to use the Directory and Services shall immediately cease. We will not have any obligation to archive, delete or return to you any User Data you have submitted to the Directory, and we may continue to use such User Data under our Licence to Use.

6.5 The Directory, Directory Data and Applications are original works protected by national and international intellectual property laws and the exclusive property of BRCGS or our third-party licensors. You agree not to harm, directly or indirectly, the legitimate rights and interests of our licensors in relation to the Applications, or the rights and interests of BRCGS in relation to the Directory or the Directory Data.

6.6 You undertake to maintain intact any copyright or other intellectual property rights notices relating to the Applications, Directory and Directory Data and to respect the distinctive marks belonging to BRCGS and its licensors, such as names, marks, acronyms, logos, symbols, slogans, colours and graphics.

6.7 Neither BRCGS nor our service providers and/or licensors shall be liable for any claim made against you by a third party for infringement of its intellectual property or other rights arising out of or in connection with your use of the Directory or Services. If a third-party claims that your use of any part of the Directory or Services infringes its intellectual property or other rights, our relevant licensor shall have sole control in addressing and defending such claim. Should your licence to use the Applications, Directory or Directory Data be lost as a result of any such claim, the relevant licensor may, at its sole option and discretion (i) promptly procure a licence of the necessary intellectual property rights to continue your licence (at no extra cost to you) or (ii) modify the Applications, Directory or Directory Data so that it does not infringe.

7. Liability

7.1 You acknowledge and agree that we provide the Directory and Services “as is” and that we have no control over the content, accuracy or completeness of any information that Users upload to the Directory. For this reason, you agree that the limitations on liability set out in this clause 7 are reasonable allocations of risk and will apply even if you or we have been advised of the possibility of such liability arising. You are responsible at all times for the content, accuracy or completeness of the User Data that you provide to us.

7.2 We shall not be liable to you for:

(a) loss of profit, income, revenue or savings;
(b) loss of goodwill or reputation;
(c) loss of business opportunity, business interruption or downtime;
(d) special, indirect or consequential loss or damages;
(e) the content, accuracy and/or completeness of any information contained in the Directory or Directory Data; and
(f) any issues or difficulties associated with the online exchange or transfer of User Data or Directory Data.

7.3 We disclaim any and all warranties relating to the Directory or Services, whether express or implied, and including any implied warranties of merchantability or fitness for a particular purpose to the fullest extent authorised by law. Without limitation to the foregoing, we do not warrant that the Directory or Services will meet your requirements, or that operation of the Directory or Services will be uninterrupted or error free, or that use of the Directory or Services will enable you to comply with relevant law or regulation.

7.4 Subject to clauses 7.2 and 7.6, our total liability (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for all claims arising out of or in connection with these Terms and Conditions shall not exceed one hundred pounds sterling (£100).

7.5 The foregoing limitations, exclusions and disclaimers shall apply, regardless of whether the claim for such damages is based in contract, warranty, strict liability, negligence, tort or otherwise. Insofar as applicable law prohibits any limitation set out in this clause 7, we both agree that such limitation will be automatically modified, but only to the extent so as to make the limitation permitted to the fullest extent possible under such law.

7.6 The exclusions and limitations of liability set out in this clause 7 do not apply to liability arising from (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation; and/or (iii) anything else that cannot be excluded or limited by law.

8. Indemnity

You, or the Authorised Entity which you represent, shall indemnify BRCGS and its suppliers and licensors against all liabilities, costs, expenses, damages and losses suffered or incurred by us, or our suppliers or licensors, arising out of or in connection with (i) any claim made against us by a third party for infringement of its intellectual property or other rights which arises out of, or is in connection with, our access or use of your User Data; and (ii) any breach by you of these Terms and Conditions.

9. Termination

9.1 These Terms and Conditions are entered into between us when you request access to and then use the Directory and/or Services. Thereafter, these Terms and Conditions shall remain in force between us for as long as you use the Directory or Services, subject to early termination in accordance with this clause.

9.2 Either of us can terminate these Terms and Conditions at any time by giving not less than thirty (30) days’ notice in writing to the other.

9.3 We may terminate these Terms and Conditions and your access to the Directory and Services at any time on written notice with immediate effect if:
(a) you breach any of the provisions of these Terms and Conditions, unless you can remedy that breach within thirty (30) days to our satisfaction; or
(b) you or the Authorised Entity you represent experience any of the following: (i) the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts, (ii) the making of an assignment for the benefit of creditors or (iii) dissolution (in the case of corporate entities).

9.4 We reserve the right to retain, remove and/or destroy any User Data you have provided or uploaded to the Directory, as well as your account information, without prior notice, in the event of (i) your breach of these Terms and Conditions and/or (ii) the termination (for any reason) of these Terms and Conditions.

9.5 All provisions of these Terms and Conditions that by their nature are intended to survive termination shall remain in effect.

10. Miscellaneous

10.1 Modifications to these Terms and Conditions: We reserve the right, in our discretion and at any time, to:
(a) supplement, improve or expand the Directory or Services; and/or
(b) modify all or part of these Terms and Conditions if such modification is required by law or otherwise required in order to improve the Directory or Services for our Users. In such case, a new effective date shall be assigned to the revised Terms and Conditions which shall be posted online for Users to access. Your use of the Directory or Services after the modified Terms and Conditions have been posted will be deemed acceptance of such modified Terms and Conditions.

10.2 Force Majeure: We are not liable to you if we cannot comply with our contractual obligations as a result of any unavoidable and unforeseen event which is not within our control (or the control of our suppliers or licensors) and which prevents us from performing our obligations (a “Force Majeure Event”). A Force Majeure Event may include: (i) fires, floods, or other natural disasters, service failure by a national telecommunications operator (in the UK or abroad), (ii) labour disputes leading to a national or regional strike, (iii) involuntary bankruptcy of a supplier or partner, subject to proof that such bankruptcy was involuntary or (iv) the modification of any regulation applicable at the time of signing these Terms and Conditions bringing about such events. If a Force Majeure Event happens, we may give you notice of the event and suspend our contractual obligations. After the effects of the Force Majeure Event have ended, such obligations shall recommence. If a Force Majeure Event lasts for a period exceeding sixty (60) days, we may terminate these Terms and Conditions on notice.

10.3 Assignment: You may not sell, assign, or otherwise transfer or sub-contract, in whole or in part, any of your rights and obligations arising under these Terms and Conditions, whether or not for compensation, without our express prior authorisation. We may freely transfer, assign or otherwise grant our rights and obligations under these Terms and Conditions to any third party. In addition, we may freely subcontract all or a part of the Services and of the associated service provisions to any third party.

10.4 Entire Agreement: Neither of us shall have any remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) not set out in these Terms and Conditions and upon which either of us relied upon in entering into these Terms and Conditions. Nothing in these Terms and Conditions shall limit or exclude any liability for fraud.

10.5 Severability: If any provision of these Terms and Conditions is void or unenforceable, the remainder of these Terms and Conditions shall remain in full force and effect and the parties shall act in good faith to substitute a valid and binding provision having a materially similar effect as the void or unenforceable provision, making as little modification as possible to these Terms and Conditions.

10.6 Rights of third parties: Unless expressly provided in these Terms and Conditions, no party who is not a party to these Terms and Conditions has any rights pursuant to the Contract (Rights of Third Parties) Act 1999.

10.7 Waiver: It is expressly agreed that any waiver of enforcement of a provision of these Terms and Conditions by either party shall not be construed as an amendment or elimination of such provision or as creating any right. Any failure to exercise, or any delay in exercising, a right or remedy by either party shall not constitute a waiver of that right or remedy, or of any other rights or remedies.

10.8 Governing law: These Terms and Conditions shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.