GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
In these General Terms and Conditions ("GTC"), unless otherwise mentioned, all capitalised terms shall have the meaning set forth under Schedule 1.
2. OFFER AND ORDER
2.1. These GTC shall govern the provision of Services and/or Deliverables, as described in the attached Quote. These GTC apply, to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2. The Quote is always non-binding and constitutes a mere offer from Naturise to provide the Deliverables and/or the Services to the Client in accordance with these GTC. Quotes are valid for a period of thirty (30) calendar days from their date of issuance. The Quote shall be deemed to be accepted, and the Agreement shall come into existence, upon receipt of an Order.
2.3. The provision of Deliverables and Services offered by Naturise are intended solely for companies within the meaning of article 1.1, 1° of the Code of Economic Law.
3. PROVISIONS AND TERMS OF SERVICES
3.1. For and in consideration of the mutual covenants contained herein, Naturise agrees to provide, and the Client agrees to pay for the Deliverables and/or Services specified in the Quote.
3.2. The Quote provided by Naturise is based on the information provided by the Client. Naturise will perform any Services to be carried out to the best of its knowledge and capability, and in accordance with the requirements of proper workmanship.
3.3. Naturise shall use reasonable endeavours to supply the Deliverables and/or Services in accordance with these GTC in all material respects.
3.4. Naturise expressly disclaims any representation or guarantee relating to a particular outcome or intended result of the Deliverables and/or Services under these GTC. The Services and any other obligation by Naturise are to be performed as an 'obligation to perform to the best of Naturise's ability' (obligation of means).
3.5. Client understands that the Deliverables and Services do not constitute and should not be construed as legal, tax, banking or investment advice. No Service, or Deliverable provided by Naturise is intended to be used, nor should it be relied upon, as a substitute for professional advice from qualified legal, tax, or financial advisors. Clients are encouraged to seek the advice of professional advisors for any legal, tax, banking, or investment-related matters. The Client acknowledges that no tax deduction or any other benefit is given by Naturise nor associated to the Deliverables and Services.
3.6. In order for Naturise to perform the Services in accordance with the agreed timetable as accurately as possible, the Client will use its best efforts to provide all documents and information, complete and in a timely manner, required by Naturise. Further, the Client shall refrain to do anything that would frustrate the ability of Naturise to carry out its obligations hereunder.
4. INTEGRITY OF THE PARTIES
The Parties undertake to comply with all of the following obligations:
a) act in accordance with local legislation, the principles of the United Nations Global Compact, the United Nations Guiding Principles on Business and Human Rights, the UN Universal Declaration of Human Rights and the 1998 ILO Declaration on Fundamental Principles and Rights at Work;
b) promote equal opportunities and not discriminate against employees on the basis of illegal or unjustifiable criteria such as race, nationality, social origin, disability, sexual orientation, pregnancy or maternity, political or religious convictions, sex, age, marital status or civil partnership;
c) refuse to tolerate any unacceptable treatment of employees, such as mental cruelty, sexual harassment or discrimination, and prohibit behaviour, gestures, language and physical contact that are sexual, coercive, threatening, abusive or exploitative;
d) respect employees' right to free association and collective bargaining, in accordance with applicable laws and regulations, and not discriminate against members of employee organizations or trade unions;
e) Not to employ or make anyone work against their will or under coercive or exploitative working conditions, and to comply with all laws relating to anti-slavery and human trafficking;
f) Working hours: Employees or any other person active in the Partner's organization are not required to work more than 48 hours per week or 60 hours, including overtime, on a regular basis (unless authorized by applicable laws). Employees, contractors and any other person active in the Partner's organization are entitled to at least 1 day off per week and must be provided with reasonable breaks and sufficient rest or any other standard imposed by Belgian law;
g) Wages and benefits: the Parties are required to provide fair compensation and to guarantee the applicable legal minimum wage or industry standards, in accordance with the highest standards;
h) comply with all other legal and regulatory obligations.
5. TERM
5.1. General. The Agreement will commence upon reception by Naturise of an Order and will continue until the date mentioned on the Quote and/or until the Parties have satisfied all of their respective obligations herein.
5.2. Yearly Subscriptions. Client's Subscription is for the term mentioned in the Quote. In the event that no term is stated, the Subscription is for an initial period of one (1) year starting from the issuance of the Order by the Client. Unless terminated at least one (1) month prior to its anniversary, the Contract will be automatically reconducted for successive one (1) year periods.
6. PRICE AND PAYMENT
6.1. The Price set out in the Quote will be charged by means of an invoice sent by Naturise in accordance with the Quote. Unless provided for otherwise in the Quote, the Client shall pay each invoice submitted by Naturise within fifteen (15) days of the date of invoice. If any invoice has not been paid on the due date, an interest charge at the annual rate of 10 (ten) percent per year or the rate specified by the law of August 2, 2002 concerning combating late payment in commercial transactions shall be due, whichever is higher. Moreover, the unpaid amount will be subject to a flat-rate compensation of ten (10) percent of the outstanding amount. Naturise reserves the right to require payment upfront and/or an advance prior to Delivery and to suspend the performance of its obligations as long as this advance remains unpaid. Furthermore, in the event of non-payment of any amount owed by the Client on the due date, Naturise reserves the right, without judicial intervention or prior notice of default, to suspend the performance of any Order and/or Delivery, regardless of the nature and level of execution, until full payment has been made, without prejudice to its right to invoke the termination of the Agreement.
6.2. Naturise reserves the right to adjust the price for its Services and/or Deliverables as provided below. Any price revisions may only take place, (1) at the commencement of each renewal term, or (ii) when the initial term provided in the Quote is superior to one (1) year, annually on 1 January, and the maximum amounts payable shall be determined by applying the formula below:
$$P=Po\times(0.2+0.8S/So)$$
Wherein:
$P=$ revised price
$p_{0}=$ original price
$So$ Naturise's reference wage cost (reference wage plus social charges) national average (latest available figure at the time the contract is concluded) as published on Naturise's website (www.naturise.be)
$S=$ reference wage cost valid during the month preceding the month in which the price is recalculated
7. TAXES
7.1. Value Added Taxes. All amounts referred to in this Agreement are exclusive of any applicable VAT chargeable. The VAT treatment of any payment will be determined pursuant to the VAT law of the jurisdiction where a taxable transaction for VAT purposes is deemed to take place. If VAT is properly chargeable on any such supply or supplies, the Client will pay to Naturise an amount equal to the VAT, if any, chargeable in Naturise 's jurisdiction provided, however, that such amount will only be required to be paid once Naturise provides the Client with a valid VAT invoice in relation to that amount. Each Party will to the extent permitted by law provide the other with any additional valid VAT invoices as required for the purposes of this Agreement and, to the extent required by law, will correctly account for any VAT properly due in its jurisdiction.
7.2. Other Taxes. Subject to each Party's obligations relating to VAT, each Party will cause all royalties, taxes, duties and other sums (including any stamp duty, other documentary taxes, climate change levy or other environmental tax or levy) legally payable by that Party arising in its own jurisdiction in connection with this Agreement to be paid. In the event that Naturise is required by law to pay any tax that is properly for the account of the Client, the Client will promptly indemnify or reimburse Naturise in respect of such tax. In the event that the Client is required by law to pay any tax that is properly for the account of Naturise, the Client may deduct the amount of any such tax from the sums due to Naturise under this Agreement and Naturise will promptly indemnify or reimburse the Client in respect of any such tax not so deducted.
8. CHANGES TO THE SERVICE AGREEMENT, ADDITIONAL WORK
8.1. The Client accepts the fact that the timetable of the provision of Services can be affected if Parties prematurely agree to expand or change the approach, method or scope of the assignment and/or the work arising from that.
8.2. If any change to the Services is caused through actions of the Client or due to any change in circumstances such as a change in the standards or applicable law and methods, Naturise will introduce the necessary adjustments if the quality of the Service so requires. If such an adjustment results in additional work, it will be charged to the Client as additional Services.
9. INTELLECTUAL PROPERTY AND ENVIRONMENTAL CLAIMS
9.1. Naturise shall retain any and all rights, titles and interests in the Intellectual Property Rights on the Services and Deliverables, except for those rights explicitly licensed herein or in the Brand Guidelines provided in Schedule 2.
9.2. Nothing under these GTC or under the Brand Guidelines as provided in Schedule 2 shall be interpreted as a transfer of the Intellectual Property Rights or ownership on the Intellectual Property Rights on the Services and Deliverables of Naturise.
9.3. Naturise shall have the right to refer to the Client's name and to use Client's logo only to state that it has (or had) a commercial link with the Client.
9.4. Client has a right to use Naturise's brand name(s), logo's and trademark(s) only as provided in Naturise's Brand Guidelines provided in Schedule 2.
9.5. Client is aware that specific legislation (such as the Green Claim Directive) regulates marketing statements regarding the 'green' nature of products (such as for a company to claim being "carbon neutral" or the use of the adjective "ecologic" etc.) and shall take any necessary care to make sure its marketing material complies with any applicable law in relation to its public statements.
9.6. Client acknowledges that the Deliverables and Services provided by Naturise are intrinsically linked to investments in projects with social and/or environmental value. In that context, Client undertakes to avoid making any environmental claims which do not strictly comply with Naturise's Brand Guidelines provided in Schedule 2.
10. LIABILITY
10.1. Nothing in the Agreement limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence and fraud or fraudulent misrepresentation.
10.2. Subject to the above and to the maximum extent permitted under applicable law, Naturise's total liability to the Client shall not exceed 100% of the Price paid under the Agreement.
10.3. Naturise shall not be liable to Client for any indirect, accidental, punitive, incidental or consequential damages such as, but not limited to, loss of profits, loss of business, loss of anticipated savings, loss or damage to goodwill and indirect or consequential loss, even if such damage was reasonably foreseeable.
10.4. The restrictions on liability in this clause apply to every liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.5. Client shall indemnify and hold Naturise harmless from any and all liabilities, claims, damages, or losses, including reputational harm, arising from unauthorised or inappropriate communications, including but not limited to misleading or exaggerated environmental claims ("Greenwashing").
11. CONFIDENTIALITY
11.1. Confidential Information. Except in the furtherance of their obligations hereunder, each Party shall:
(a) not disclose any of the other Party's Confidential Information to third parties without the prior written consent of the Disclosing Party;
(b) limit the access and disclose Confidential Information only to such Representatives who have a need to know the Confidential Information. Each Party shall procure that any such person is made aware of the terms of this Agreement and is bound by suitable written and duly executed contractual undertakings ensuring compliance by such person with the obligations set out in this Agreement;
(c) take all reasonable security precautions in the safekeeping of the Confidential Information and in preventing its unauthorised use, dissemination, publication and/or disclosure to third parties, applying no lesser security measures to it than to its own Confidential Information.
11.2. Permitted Disclosure. The Receiving Party may disclose the Confidential Information without the Disclosing Party's prior written consent only to the extent that such information:
a) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source has represented to the Receiving Party that it is not bound by a confidentiality agreement or similar agreement with the Disclosing Party or its Representatives or is not otherwise prohibited from disclosing Confidential Information to the Receiving Party by any contractual, legal or fiduciary obligation;
b) was known to or lawfully in the possession of the Receiving Party prior to the time of disclosure by the Disclosing Party, and with respect to which there is no existing obligation of confidentiality;
c) is developed independently by the Receiving Party or any of its Representatives without the use of or reliance upon any of the Confidential Information disclosed by the Disclosing Party;
d) is or becomes generally available to the public, other than through a violation of this Agreement by the Receiving Party or any of its Representatives;
e) is required to be disclosed under applicable law or by a governmental order, decree, regulation or rule (provided that the Receiving Party shall give written notice to the Disclosing Party prior to such Disclosure to the extent possible under law).
12. TERMINATION
12.1. To the extent permitted under applicable law, either Party may, by notifying in writing via registered letter, without prejudice to its right to full compensation, terminate the Agreement without additional notice, with immediate effect, without the prior intervention of a judge and without prejudice to its other rights and remedies, if:
f) The other Party commits a material breach of any term of this Agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so;
g) the other Party has been declared bankrupt, is involved as debtor in a debt restructuring procedure or commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors,
h) a petition is filed, a notice is given, a resolution is passed or an order is made, for or in connection with the winding up of that other party or an application is made to court, or an order is made for the appointment of any administrator.
12.2. Without affecting any other right or remedy available to it, Naturise may terminate this Agreement with immediate effect, by notifying the Client in writing via registered letter, if:
a) the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 60 days after being notified in writing to make such payment;
b) in the event of an environmental or social scandal involving the client;
c) in the event of legal proceedings affecting the client's image.
12.3. Without affecting any other right or remedy available to either Party, on termination of the Agreement,
a) the Client shall pay to Naturise all of Naturise 's outstanding and unpaid invoices and, in respect of the Deliverables and/or Services which have been provided but for which no invoice has been submitted, Naturise shall submit the invoice to the Client.
b) Naturise shall return any of the Client materials not used in the provision of the Services.
12.4. Termination by the Client may never give rise to the reimbursement of monies already paid.
12.5. Each Party shall immediately stop using any Confidential Information of the other Party upon termination of this Agreement. All confidentiality obligations and restrictions on use of the Confidential Information shall survive expiration or termination of the Agreement and shall continue for a period of five (5) years thereafter.
13. APPLICABLE LAW AND JURISDICTION
13.1. The Agreement shall be governed and construed in accordance with the laws of Belgium. All disputes arising out of or in connection with this Agreement shall, to the extent possible, be settled amicably by negotiation between the Parties within sixty (60) Business Days from the date of written notice by either the Seller or the Purchaser of the existence of such dispute.
13.2. If the Parties do not resolve their dispute within sixty (60) Business Days, then the dispute shall be submitted to the sole jurisdiction of the Brussels Courts.
14. FORCE MAJEURE
Should either Party be impeded wholly or in part from fulfilling any of its obligations under the Agreement for reasons of Force Majeure, such obligation shall be suspended to the extent and for as long as such obligation is affected by Force Majeure and the impeded Party shall be entitled to such extension of time as may be reasonably necessary. Either Party shall notify the other Party of the existence and date of beginning of an event of Force Majeure that is likely to impede its performance under the Agreement within five (5) Business Days after having obtained knowledge of any such event. The non-impeded Party shall also have its obligations suspended for the same duration during the event of Force Majeure after receiving the notification from the Party impeded in part or fully from the Force Majeure event. Either Party shall likewise advise the other Party of the date when such event ended and shall also specify the re-determined time by which the performance of its obligations hereunder is to be completed. Client and Naturise shall consult with each other with a view of determining any further appropriate action if a condition of Force Majeure is to continue after twenty (20) Business Days from the date of giving notice thereof. Neither Party shall be liable for damages nor have the right to terminate the Agreement for any delay or important reason in performing hereunder if such delay or important reason is caused by Force Majeure; provided, however, that the non-impeded Party shall be entitled to terminate such part of the Agreement that remains unfulfilled, if the condition of Force Majeure is to continue after three (3) months from the date of giving notice thereof.
15. GENERAL
15.1. Notices. Any and all notices and other communications in connection with this Agreement shall be in writing and sent by registered mail or e-mail to the respective address shown in the Quote and/or the Order.
15.2. No Agency. This Agreement does not create a partnership, joint venture, agency relationship, or other enterprise as between the Client and Naturise.
15.3. Assignment. None of the rights and obligations arising from the Agreement may be assigned by Client to a Third Party. Naturise reserves the right to assign any right or obligation under the Agreement to any third party.
15.4. Third Party Rights. Unless it expressly states otherwise, the Agreement does not give rise to any right to third parties to enforce any term of the Agreement.
15.5. Variation. Without prejudice of Clause 852 of these GTC, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised Representatives).
15.6. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall 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 shall prevent or restrict the further exercise of that or any other right or remedy
15.7. Severance. If any provision ог part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision of the Agreement is deemed deleted under this clause, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.8. Survival. Provisions under the Agreement whose intention and scope are designed to remain in existence (including, but not limited to, clauses 9, 11, 12 and 13), shall survive the termination, expiry, fulfilment or cancellation of the Agreement.
15.9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between thern, whether written or oral, relating to its subject matter.
15.10. Representations and Warranties. Each Party represents and warrants to the other Party that:
a) it has the power and authority to enter into and perform its obligations under this Agreement;
b) by entering into this Agreement, it will not breach the terms of any contract with any third party,
c) it is not relying upon any representations of the other Party other than those expressly set out in this Agreement;
d) it has entered into this Agreement after a full opportunity to review its terms and conditions, has a full understanding of those terms and conditions and of their risks, and is capable of assuming those risks;
e) the entry into and observance and performance of its obligations under this Agreement do not violate or conflict with or require any consent or waiver under any of the terms or conditions in its governing documents or any material contract to which it is a party or by which any of its assets are bound or affected, or any applicable rules;
f) It has no outstanding agreements or liabilities, contingent or otherwise (including taxes), that might, in its reasonable opinion, adversely affect its financial condition and its ability to fulfil its obligations under this Agreement;
g) the other Party is not acting as a fiduciary or an advisor for it, nor has the other Party given to it any advice, representation, assurance or guarantee as to the expected performance, benefit or result of this Agreement;
h) it has negotiated, entered into and executed this Agreement as principal (and not as agent or in any other capacity, fiduciary or otherwise);
i) it is entering into this Agreement in a commercial capacity and that, with respect to the Agreement, it is in all respects subject to civil and commercial law.
The Client represents and warrants that it is a legal entity validly registered in its country of origin and cannot be considered as a consumer under EU Law.
15.11. Data Protection. Neither Party shall access, nor seek access to (including seeking to acquire the means to access), the other Party's Personal Data. If either Party (or any of its subcontractors) accesses, or has access to, or acquires the means to access, the other Party's Personal Data, then that Party shall (and shall ensure that any sub-contractor):
promptly notifies the other Party that this is the case;
avoids further accessing or processing, or seeking to further access or process, such personal data; and
promptly and securely return all such personal data to the other Party.
Either Party may nevertheless receive business contact information of the other Party, as part of maintaining its relationship under the Agreement. Both Parties shall process such business contact information in accordance with Data Protection Legislation. Such personal data shall only be processed by both Parties for the execution of the Agreement and shall be stored for no longer than required and shall be updated regularly in order to reflect any staff changes of the other Party. For any other remaining question regarding data protection, the Naturise refers to its "Privacy statement" available on the website https://Naturise/privacy-policy/, which complies with the requirements imposed by the Data Protection Legislation.
Schedule 1: List of definitions and interpretation rules
Unless otherwise specified, references to clauses are to clauses of the Agreement, references to legal provisions are references to such provisions as in effect from time to time, use of a gender includes any gender and use of the plural includes the singular and vice versa where the context requires. In the Agreement, unless otherwise mentioned or required by the context, all capitalised terms shall have the meaning set forth in the definitions below:
| Term | Definition |
Agreement | means these GTC, the Quote and the Order, as accepted by Naturise. |
Client | means the entity, institution or legal person as specified in the Quote and that submitted the Order to Naturise. |
| GTC | Means the General Terms and Conditions. |
Confidential Information | means information, whether disclosed prior to, on or after the execution of this Agreement, and whether disclosed in writing, orally or otherwise, which has been explicitly marked as "confidential". |
Data Protection Legislation | refers to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR"), as well as any legislation and/or regulation implemented or created pursuant to the GDPR and the e-Privacy legislation, which amends, or replaces, re-enacts or consolidates any of them, and all other national applicable laws relating to processing of personal data and privacy that may exist under the applicable law. |
Deliverables | has the meaning as set forth in the Quote. |
Disclosing Party | a Party disclosing Confidential information to the Receiving Party. |
| Force Majeure | means any circumstance or condition beyond the reasonable control of either Party that impedes performance of the obligations herein. Including, without limitation to, strikes, lockouts, riot, pandemics, invasion, war, civil commotion, malicious damage or any overriding emergency procedures, accident, fire, explosion, terrorism, sabotage, flood and storm, earthquake, subsidence, other natural disaster, the introduction of national or international regulations making it impossible to generate, register, or perform the Services or equivalent circumstances not including an inability to pay due to lack of funds/finance. |
Naturise | means company registered under the VAT number BE1034444622 and with its office in Rue d'Accolay 15-17, 1000 Bruxelles, Belgium. |
| Order | refers to the acceptance of a Quote, either by confirming via email, returning a signed copy of the Quote, or by making payment on an invoice associated with the Quote. Additionally, it includes the commencement of the execution of the Services outlined in the Quote. |
Parties | means the Client and Naturise collectively. |
Quote | means the document submitted by Naturise to Client describing the details of the Deliverables and/or Services. |
Receiving Party | means the Party receiving the disclosed Confidential Information by the Disclosing Party. |
Representative | a person who has sufficient authority to bind the company he or she represents, either by virtue of the company's articles of association or by virtue of having adequate powers to represent and/or bind the company. |
Services | has the meaning as set forth in the Quote. |
Subscription | refers to the subscription to the Naturise community. |
Schedule 2: Brand Guidelines
1. INTRODUCTION
1.1. Purpose: These brand guidelines outline the standards for the use of Naturise's visual identity across all materials, both print and digital. They ensure consistency in marketing and communications, protecting our brand's integrity. 1.2. Scope: This document provides guidance on the proper use of the company's logo, colours, fonts, imagery, and official messaging.
2. LOGO USE
2.1. Prominence: The Naturise logo must be visible and prominent in all visual communications. It should never be altered or placed alongside another graphic in a way that alters its appearance.
2.2. Clear Space: Keep the area around and in the background of the logo clear of other elements to ensure legibility and impact. The clear space around the logo should follow the established construction grid (e.g., 1.5 cm).
2.3. Approved Versions: Only the provided official images may be used. The logo should not be stretched, distorted, recolored, or altered in any way, except for approved monochromatic use (dark scale #072d36). 2.4. Restrictions: Do not use off-brand colours, add effects like shadows, or place the logo on a busy or high-contrast background. Additionally, the layout or relationship between logo elements cannot be changed without approval.
3. BRAND NAME USAGE
3.1. Correct Usage: The brand name "Naturise" should always be spelled correctly, fully capitalised, and punctuated as shown.
3.2. Prohibited Alterations: Do not abbreviate, hyphenate, or otherwise modify the brand name.
4. TONE OF VOICE
4.1. Consistency: Naturise's tone is professional yet approachable and friendly, with a sustainability and environmental focus on innovation. Communications should reflect this tone across all platforms.
5. LEGAL CONSIDERATIONS
5.1. Ownership: All brand assets, including logos and visual elements, are the exclusive property of Naturise.
5.2. Licence: Clients are granted a non-exclusive, non-transferrable, revocable licence to use Naturise's brand name(s), logo's and/or trademark(s) (the "Brand Assets") as outlined in these guidelines. Naturise may revoke permission to use Naturise the Brand Assets at any time. The right to use the Brand Assets will be granted for the duration of the Agreement as from the Effective Date and ends directly upon termination of the Agreement for any reason whatsoever. The authorization to use the Brand Assets may be terminated for cause by Naturise at any time if the Client breaches one of his obligations under these guidelines. Naturise further grants a non-exclusive, non-transferrable, revocable license to Clients to reproduce the Naturise Deliverables (as defined in the Quote) as outlined in these guidelines, to the extent that (i) the Client does not amend the content and/or the branding of the Deliverables, (ii) the Client explicitly mentions Naturise as author and (iii) the Deliverables do not qualify as Confidential Information, as defined under the General Terms and Conditions. Naturise may revoke permission to use Naturise Deliverables at any time.
5.3. Authorised use: The licenses granted to Clients to use the Brand Assets and reproduce the Naturise Deliverables are solely for the purpose described below:
a) use for communication purpose regarding the Services provided by Naturise or the Agreement between Naturise and the Client,
b) use for identification of Naturise as the author of the Deliverables,
c) use to inspire others to participate in biodiversity initiatives. Any other use by Clients of Naturise's Brand Assets or Deliverables shall be subject to Naturise's prior written approval. Naturise reserves the right to withhold approval of content that it considers inconsistent with the Naturise brand. Prior to any publication of the Brand Assets or Deliverables, Clients undertake to submit the specific form of use to Naturise and to adjust it accordingly following Naturise's instruction if any. 8.4. Prohibited Uses: It is not permitted to use Naturise's Brand Assets or Deliverables:
(i) in a context that could harm Naturise's reputation, such as being associated with inappropriate or offensive content,
(ii) in any manner that shall diminish its commercial value anticompetitive;
(iii) in an unlawful form or way, especially if the use of Naturise's Brand Assets or Deliverables is capable of causing deception or being used for anti-competitive or otherwise unlawful purposes;
(iv) in a manner likely to cause confusion with Naturise's Brand Assets;
(v) to make any representation that the Brand Assets or the rights on the Deliverables are owned by the Client rather than by Naturise;
(vi) in relation to the promotion of the services of competitors. Client further acknowledges and recognizes that it may not register, or otherwise claim rights in any logo, trademark, company name, trade name or domain registration of Naturise. Client should not use or claim rights in any trademark and/or trade name that is confusingly similar to Naturise's Brand Assets.
6. GREENWASHING
6.1. Prohibition of Greenwashing: Naturise is committed to genuine environmental stewardship and opposes any form of greenwashing. Our brand and logo cannot be used in any way that misleads the public or misrepresents environmental impact. Clients must ensure that any claims related to sustainability, environmental impact, or ecological benefits are factual, transparent, and substantiated by verifiable data.
6.2. Misuse of the Logo as a Label: The Naturise logo must not be used as a certification, endorsement, or sustainability label unless explicitly authorised by our team. Any unauthorised use of the logo to imply environmental compliance, certification, or endorsement, especially in contexts where no such relationship exists, will be considered a violation of these guidelines and subject to legal action.
6.3. Monitoring and Accountability: Naturise reserves the right to audit any use of its brand and logo to ensure compliance with these guidelines. Clients found using the brand inappropriately or engaging in greenwashing practices will be subject to immediate corrective action, including revocation of brand usage rights and potential legal recourse.
7. USE OF THIRD-PARTY PLATFORMS
Where Naturise grants the Client access to a third-party platform, the Client shall comply with the applicable terms and conditions of such platform. The Client shall be solely responsible for any use, misuse, or breach by its personnel, affiliates, or authorised users. The Client agrees to indemnify and hold Naturise harmless against any claims, liabilities, damages, or expenses arising from the Client's or its users' use of such third-party platforms.