Terms & Conditions
What are the Terms and Conditions used for?
These terms and conditions of use (hereafter called “Terms and Conditions”) form, together with the HRDD Academy Participation agreement (hereafter called “Agreement”) and Protocols, the legal agreement between the company/entity that registered for participation in the HRDD Academy (hereafter referred to as “you”, “your”, “Company” or “Participant”) and Fair Wear (also referred to as “we”) and together referred to as “Parties”.
These Terms and Conditions, together with Agreement and Protocols, govern our respective rights and obligations with respect to Participation in the HRDD Academy and access and use of the online HRDD Facilitation Hub (in short referred to as “HRDD Hub”). Any additional, conflicting or different terms offered by the Participant in a purchase order or otherwise shall be deemed null and void.
What definitions are used in the HRDD Academy Participation Agreement and these general terms and conditions?
Confidential Information: means all information relating to the purpose of participation in the HRDD Academy which a Party or any of its representatives or affiliates, or their representatives (the "Discloser") directly or indirectly discloses, or makes available, to the other Party or any of its representatives or affiliates, or their representatives (the "Recipient"). Information is not Confidential Information if:
Information is shared externally in accordance with the HRDD Academy Communication Guidelines; it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient or any of its representatives or Affiliates or any of their Representatives in breach of the HRDD Participation Agreement; it was available to the Recipient on a non-confidential basis prior to disclosure by the Discloser; it was, is, or becomes available to the Recipient on a non-confidential basis from a person who is not under any confidentiality obligation in respect of that information; or it was lawfully in the possession of the Recipient before the information was disclosed by the Discloser.
Human Rights Due Diligence (HRDD): Human Rights Due Diligence is the process through which companies can identify, prevent, mitigate and address their actual and potential adverse human rights impact throughout their supply chains.
HRDD Academy: a learning and action environment with an online HRDD Facilitation Hub which may facilitate garment and footwear brands in how to conduct their human rights due diligence in their own operation and throughout their supply chains
HRDD Facilitation Hub: online platform where policies, guidance, Tools and Materials are offered to convene and facilitate brands to implement their responsibility to respect human rights in own operation and in supply chain (also referred to as ‘HRDD Hub’)
Participant: The company/entity that registered for participation in the HRDD Academy and that grants rights to license rights to its users to use the HRDD Facilitation Hub. Participant will register an account with us on the HRDD Facilitation Hub (Participant Account).
Protocols: protocols and policy documents including, but not limited to the HRDD Academy participation costs, HRDD Academy Communication Guidelines, the Fair Wear Privacy Statement and other documents that describe rights and obligations of both parties and are published on the HRDD Facilitation Hub.
User: person, granted rights to use the HRDD Facilitation Hub by a Participant, who is employed by the Company, who is granted a limited, personal, non-exclusive, non-transferable, and revocable license right to use the HRDD Facilitation Hub and the Tools and Materials exclusively for conducting HRDD within own operation and supply chain.
Tools and Materials: Tools for implementation of HRDD, Fair Wear Policies, learning materials including e-learning modules, online and onsite meetings, webinars and other learning interactions, and other materials within the Company’s own operation and supply chain.
What is included in the HRDD Academy?
Subject to the provisions of the Agreement, these Terms and Conditions, the Protocols, and your payment of the fees in accordance with section 6, below, Fair Wear grants you the non-exclusive, non-transferable, limited right to remotely access and use the HRDD Facilitation Hub for conducting HRDD within your own business purposes only. Fair Wear offers you access to Tools and Materials to facilitate your HRDD, which are accessible through the HRDD Facilitation Hub following registration. The HRDD Facilitation Hub may also contain references to websites of third parties (e.g. by means of a hyperlink or banner).
We thereby also grant you the right to let your Users remotely access and use the content that you have created and/or uploaded through your participation in HRDD Academy. We do not grant you (i) any right to allow persons or entities other than Users right to access the HRDD Facilitation Hub, (ii) any right for you to access and participation of the HRDD Academy outside conducting HRDD within your operation and supply chain. The HRDD Facilitation Hub supports modern versions of all regular browsers.
What are the rules for Participants and for Users?
Participant undertakes to provide accurate information to Fair Wear at the time of registering to use HRDD Facilitation Hub and creating a user account which is detectable and linked to Participant. Participant ensures to keep such information up to date at all times.
In the external communication of Participant, the targeted audiences understand that participation in the HRDD Academy does not provide any validation or accountability of the claim to implement HRDD successfully. The HRDD Academy Communication Guidelines prescribe the channels, formulation and logo use.
Participant is prohibited from sharing information about or related to the HRDD Academy for commercial or other purposes other than as prescribed by and allowed under the HRDD Academy Communication Guidelines.
Participant is not allowed to make any reference to Fair Wear and/or their participation in the HRDD Academy without the express prior written consent of Fair Wear.
Participant gives its irrevocable consent to Fair Wear to:
publicly disclose the production countries where the Company is sourcing from (relevant for access levels ‘active HRDD’ and ‘inclusive HRDD’);
publicly disclose the production location data on an aggregate level on its own website and on Open Supply Hub. (relevant for access level ‘inclusive HRDD’).
Data that will be disclosed on an aggregate level are:
The full name of production locations;
The site addresses;
The parent company of the business at the production location;
Type of products made;
Worker numbers at each production location;
The Open Supply Hub ID.
As part of its participation in the HRDD Academy and its access to and use of the HRDD Facilitation Hub, Participant undertakes to put sufficiently effective efforts into providing feedback to Fair Wear about Materials, for further development and improvement.
Users must also comply with the HRDD Participation Agreement between Participant and Fair Wear including these Terms and Conditions and Protocols related to the access and participation in HRDD Academy and usage of the HRDD Facilitation Hub. It is Participant’s responsibility to make sure that Users comply with those provisions. Upon Fair Wear’s request, Participant will have to enforce those provisions against Users who violate them at Participant’s own cost.
In the event that User makes available any User Content (defined as any content submitted, published, uploaded or otherwise transmitted by User to the Fair Wear HRDD Academy and/or the HRDD Facilitation Hub), Participant and User affirm and warrant that making available such User Content does not infringe the rights of any third party. Participant and User hereby grant an unlimited, worldwide, non-revocable, perpetual, royalty-free licence to Fair Wear, to host, transfer, display, perform, reproduce, modify, evolve, further develop, distribute, redistribute, relicense, and otherwise use, make available, and exploit your User Content, in whole or in part, in any form and in any media format and through any media channel (whether existing now or developed in the future).
Participant and Users shall actively access and use Materials provided through the HRDD Academy.
Participant and User hereby give express consent to Fair Wear monitoring access and use of the HRDD Facilitation Hub .
What happens if adjustments are made in the HRDD Academy?
Fair Wear may add, change, improve, withdraw or update the Materials or other content on the HRDD Facilitation Hub and will announce this on the HRDD Facilitation Hub by a general notification and where possible by adding the month and year on the Material or other content. Changes will come into effect within a reasonable time after announcement on the HRDD Facilitation Hub or when the Participant or one of its Users again uses the HRDD Hub following the change.
What if I encounter issues or have inquiries?
If you have any questions or encounter any issues with the HRDD Academy, you may contact Fair Wear through the help function in the HRDD Facilitation Hub or by emailing academy@fairwear.org or helpdesk@fairwear.org. You cannot reach out by phone.
Reply to your message can be expected during weekdays, excluding national holidays in The Netherlands. The HRDD Academy team will reply to your message as soon as possible. The HRDD Facilitation Hub is provided “as is” and “where is”. We do not give any guarantees with regard to the HRDD Facilitation Hub, for example, that it is never interrupted, that it is flawless or that it has full functionality.
To report illegal and infringing behaviour, offensive content, and other problems, please send an email to academy@fairwear.org.
How do I pay the fees?
The Participant pays the fees for access and participation to HRDD Academy as indicated on the HRDD Facilitation Hub. Fees are collected each calendar year. If reception of payment cannot be done within the set timeframe for whatever reason, Fair Wear reserves the right to downgrade the participation to a lower level of the HRDD Academy or block the access and use of the HRDD Facilitation Hub, without being liable for any costs or damages. The fees vary depending on the level selected.
The Participant may upgrade the selected level at any time through the User’s Account, after which the additional fees for the upgrade will be collected. The Participant may also downgrade the subscription. In that case, with a yearly subscription, the fees will be reduced accordingly from the start of the next year. Participant is solely responsible for sales, excise, VAT and all other taxes associated with the use of the Service other than taxes on Fair Wear’s net income.
Fair Wear may reasonably increase the fees upon ninety (90) days prior notice to Participants. If a price increase occurs during the term of a participation period that exceeds 10%, the Participant is entitled to terminate the HRDD Academy Participation Agreement. An overview of categories (to the extent applicable) and costs of participation can be found in the HRDD Hub.
What is the location of the HRDD Facilitation Hub, and how can the HRDD Facilitation Hub be accessed?
The HRDD Facilitation Hub will be hosted on one or more servers either owned or used by Salesforce and MapleLMS which are located within Europe and are online accessible for Fair Wear and its Participants and Users.
Users will register an account to access content (user account). It is the User’s responsibility to keep information confidential and secure. The personal data collected and processed for the HRDD Academy will be stored on behalf of Fair Wear via the Salesforce/ Fair Wear cloud-based storage within Europe, with access restricted to appropriate staff.
Are there any conditions or restrictions associated with participation in HRDD Academy?
Yes, there are conditions and restrictions for participation in HRDD Academy for Participants and Users in accordance with the Agreement, this Terms and Conditions and the Protocols. By accessing and using the HRDD Facilitation Hub the Participant agrees to comply with these terms.
All Materials available in the HRDD Academy are protected under copyright and/or database protection right. Accordingly:
The Materials, data or other content, in whole or in part, from Fair Wear and/or the HRDD Academy are for use while conducting HRDD within the own operation or supply chain of the Participant in accordance with the Agreement, these Terms and Conditions, and Protocols only.
The Materials, data or other content from Fair Wear and/or the HRDD Academy may not, in whole or in part, be copied, lent, hired out, reproduced, translated, modified, transmitted or distributed neither for own use nor for use by or on behalf of any third party without the express prior written consent of Fair Wear.
The Materials, data or other content from Fair Wear and/or the HRDD Academy may not, in whole or in part, be incorporated into any other materials, data or information except with the express prior written consent of Fair Wear.
Local copies of the Materials may be saved or sent to a printer for the use of conducting HRDD in own operation or supply chain of Participant in accordance with these Terms and Conditions only.
Where a copyright on any content from third parties, which is made available through the HRDD Academy and/or the HRDD Facilitation Hub, also applies, the Participant is obliged to honour that.
Fair Wear is not responsible for the actions of any Participant, or the Users of HRDD Academy, including but not limited to User Content that is not compliant with these terms.
Access to the HRDD Academy is granted to the Participants and its Users. Neither Participant, nor any User, may transfer, lease, assign, rent, distribute, sell or otherwise dispose of the HRDD Academy, including its Tools and Materials and other content, on a temporary or permanent basis except with our written prior consent, which Fair Wear may withhold in sole discretion.
Participant and Users undertake not to make available any User Content that may be defamatory, discriminatory, unlawful, inappropriate, offensive or objectionable. Participant is responsible for ensuring that all content that Users make available on or through the HRDD Academy and/ or the HRDD Facilitation Hub is lawful and do not violate any applicable law, contract or intellectual property rights or any rights of third parties.
Participant represents and warrants that neither Participant, nor any User, shall participate in HRDD Academy in any way that would require either Fair Wear, Participant or the Users to obtain an export control license, whether from a US, EU or other authority.
Fair Wear may at its own discretion, disable a User Account in case usage consumption exceed average usage, as determined by Fair Wear, in one month period. Fair Wear may also, at its own discretion, limit storage capacity with respect to such User Account, should the storage exceed average usage (as determined by Fair Wear). If so, reasonable notification will be provided.
Fair Wear may at its own discretion request the Participant to remove or alter content should such content infringe in Fair Wear’s opinion with the Agreement, these Terms and Conditions, and Protocols. If so, reasonable notification will be provided.
Completion of a learning module does not entitle Participants or Users to any academic credits of any kind.
Can I create and upload any content I want, and do I own that content?
The Participant decides which content to upload within the HRDD facilitation Hub. It is the Participant’s responsibility to make sure that it is allowed to upload this content and that it is not owned by another party which has not given consent to upload the information.
In addition, Participant and User grant permission to Fair Wear to monitor all input and all use of the HRDD Facilitation Hub by Participants and its Users. Any feedback, input, data and/or improvements, inventions and/or further developments derived from the foregoing (i) and (ii) in the broadest sense shall at all times be exclusively owned by Fair Wear without Participant and its Users being entitled to any ownership, copyright, claim, compensation or damages whatsoever. To the extent necessary, Participant and Users irrevocably transfer, and to the extent necessary irrevocably agree to transfer to Fair Wear at its first request and at no costs (for free), all rights in respect of any data, input and/or feedback provided to Fair Wear or on the HRDD Facilitation Hub, without Participant and User being entitled to any ownership, copyright, claim, compensation or damages whatsoever.
What about data protection, privacy and personal data?
Data collection and processing: Any personal data collected from, transmitted by or otherwise obtained from Users or Participants in relation to their participation in the HRDD Academy and their use of the HRDD Facilitation Hub will be processed in accordance with Fair Wear’s Privacy Statement (https://www.fairwear.org/privacy-policy/) as in force and applicable, which can be updated from time to time:
Fair Wear is committed to protecting the personal data it processes,
In order to use the HRDD Facilitation Hub and /or otherwise perform its rights and obligations under the Agreement, these Terms and Conditions, and Protocols, Participant and its Users hereby give their consent to submit and Fair Wear is permitted to process personal data, that may include a person’s name, email address, gender, job title, employer, affiliation, country, test scores and completions of courses.
The data may also be used for reporting in aggregated form by Fair Wear. No individual will be identified in such reporting, nor will an individual’s learning performance be evaluated or ranked.
The personal data collected and processed for the HRDD Academy will be stored on behalf of Fair Wear via the Salesforce/ Fair Wear cloud-based storage within Europe, with access restricted to appropriate staff.
The personal data will be retained in accordance with the applicable Privacy Policy until the User has five years of inactivity in the HRDD Academy or until the user has deleted the User account (whichever is earlier), unless otherwise required to be retained for the purpose of performance or enforcement of the Agreement, these Terms and Conditions, and Protocols, including any claims thereunder.
Persons have a right to access and rectify their own personal data, as well as to object to its processing, request erasure, and obtain data portability in certain circumstances. To exercise these rights in connection with the HRDD Academy, the User may contact academy@fairwear.org
Data and third parties that assist HRDD Academy: Fair Wear may use third party vendors, contractors or service providers to assist in providing the HRDD Facilitation Hub to the Participant and the User or in further developing Materials or other content. The Participant’s and User’s personal data may be shared with such third parties solely for that purpose, pursuant to contractual arrangements that contain appropriate safeguards for the protection and security of personal data. Such third parties include but are not limited to Salesforce and MapleLMS whose privacy policy may be consulted at their respective websites.
Data and other third parties: If Fair Wear provides provided or generated data to third parties and this is not necessary for the provision of services, information about this will be provided to the Participant and User to the extent required by law. The Privacy Statement explains how Fair Wear handles data that is personal data.
References to websites of third parties The HRDD Facilitation Hub contains references to websites of third parties (e.g. by means of a hyperlink or banner). Fair Wear does not have any control or influence on the content of those websites. The (privacy) rules of such websites apply to these websites. If you have any questions about these rules of third-party websites, please refer to their respective websites. This also applies to the use of the services of external service providers, such as Salesforce and MapleLMS. The use of these services will then be subject to the (privacy) rules of the relevant service provider.
Retaining information and data: After the termination of the HRDD Participation Agreement with the Participant, Fair Wear may retain information about and data from the Participant’s and User's account to the extent permitted by law.
How to keep data confidential?
As Participant and Users ensure that they keep their User account information (log-in details, password, etc.) confidential and do not grant any third parties access to Fair Wear Academy via their account. In the event of any breach of security credentials or suspected unauthorised use of accounts, Participant and User undertake to inform Fair Wear promptly and to take reasonable measures to protect the security of the account, such as changing the personal password.
Fair Wear, Participant and User undertakes towards each other that it shall:
not use or exploit the Confidential Information (as defined above) in any way except for the purpose of the HRDD Participation Agreement and in accordance with this Agreement, Terms and Conditions, and Protocols and;
not disclose or make available any Confidential Information in whole or in part to any person, party, company, organisation or other entity, except as expressly permitted by, and in accordance with the HRDD Participation Agreement, Terms and Conditions, and Protocols.
Your indemnification
Participant shall indemnify and hold harmless Fair Wear and its officers and personnel or any related body or entity against any and all claims, losses, damages, costs or liabilities of any nature whatsoever, arising directly or indirectly out of or in connection with any breach by Participant or any of its Users of the provisions of the agreement between Parties and the Agreement, these Terms and Conditions, and Protocols or any use, or non-use, made by the Participant or any of its users of the HRDD Facilitation Hub or the Materials.
Are there any disclaimers and warranties?
Materials as well as other content provided through the HRDD Academy and/or the HRDD Facilitation Hub are provided on an “as available” and “as is” basis. Fair Wear makes every effort to ensure, but does not guarantee, represent, or warrant the accuracy or completeness of Materials or other content. Fair Wear accepts no responsibility and shall in no way be liable regarding the accuracy or completeness of Materials or other content. If errors are brought to Fair Wear’s attention, Fair Wear will try to correct them.
Fair Wear may add, change, improve, withdraw or update the Materials or other content on the HRDD Facilitation Hub and will give notice on the HRDD Facilitation Hub by a general message and where possible by adding the month and year on the Material or other content. Fair Wear accepts no responsibility and shall in no way be liable with regard to changes, improvements, withdrawals or updates (or the lack thereof) of Materials or other content of the HRDD Academy and/or the HRDD Facilitation Hub.
Under no circumstances shall Fair Wear be liable for any loss, damage, liability or expense suffered which is claimed to result from use or non-use of the HRDD Academy and/or the HRDD Facilitation Hub or the Materials or other content provided therein, including without limitation, any fault, error, omission, interruption, withdrawal, termination or delay.
In particular, and without limitation, Fair Wear disclaims all guarantees or warranties as to the compatibility of the HRDD Academy or the Materials or other content with any hardware, operating system, web browser, or other means of accessing the HRDD Facilitation Hub or the Tools and Materials. Fair Wear accepts no responsibility and shall in no way be liable with regard to the compatibility of the HRDD Academy, the Tools and Materials or other content with any hardware, operating system, web browser, or other means of accessing the HRDD Facilitation Hub, the Tools and Materials or other content. Use of the HRDD Facilitation Hub, or any component thereof (including the Tools and Materials or other content) is at the User's sole risk. Fair Wear accepts no responsibility and shall in no way be liable with regard to use of the HRDD Facilitation Hub, or any component thereof (including the Tools and Materials).
Fair Wear accepts no responsibility and shall in no way be liable with regard to failure of access, failure of performance, computer virus, communication line failure, alteration of content, etc. incurred as a result of using the HRDD Facilitation Hub or accessing the Materials or any other content or any link to external sites. The Participant and User understand that the content of electronic messages or electronic data may change or may be altered after sending/transmission. No rights can be derived from the electronic storage, transmission of or electronic access to messages or data and Fair Wear is not responsible and shall not be liable for the message or content/ data if altered, changed or falsified or for any other consequence of electronic storage, electronic transmission, electronic access or electronic processing of messages or data. Fair Wear accepts no responsibility and shall in no way be liable for damage of any kind resulting from the risk inherent to the electronic access, storage, processing or transmission of messages or data.
The Tools and Materials made available through the HRDD Academy and/or the HRDD Facilitation Hub may contain advice, opinions and statements from external websites or persons for which Fair Wear takes no responsibility. Hyperlinks to non-Fair Wear Internet sites do not imply any official endorsement of or responsibility for the opinions, ideas, data or products presented at these locations or guarantee, represent or warrant the validity of the information provided. The sole purpose of links to non-Fair Wear Internet sites is to indicate further information available on related topics. Fair Wear accepts no responsibility and shall in no way be liable with regard to information, data or services provided by or obtained from third/ external parties.
Information contained in the Tools and Materials or otherwise made available via the HRDD Academy and/or the HRDD Facilitation Hub does not imply the expression of any opinion whatsoever on the part of Fair Wear or its participants concerning the legal status of any country or of its authorities. Their content, as well as any data and any maps displayed are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area.
Under no circumstances shall Fair Wear be liable for any loss, damage, liability or expense suffered which is claimed to result from use or non-use of the HRDD Academy and/or the HRDD Facilitation Hub or the Materials or other content, including without limitation, any fault, error, omission, interruption, withdrawal, termination or delay.
How is liability arranged?
Fair Wear excludes all representations, terms, conditions, warranties or guarantees (including as to acceptable quality, fitness for purpose, satisfaction of the User’s requirements or timeliness) and Participant agrees it has not relied and will not rely on any such matters. Fair Wear excludes to the furthest extent permitted by law all liability to Participant (and anyone claiming through the Participant or in any other way).
If Fair Wear is nevertheless liable for any reason, Fair Wear’s liability shall be limited to a maximum of the total compensation paid by the Participant for participation in the HRDD Academy during the 6 months preceding the act giving rise to the liability.
Can Fair Wear terminate or block a User account and/or terminate User access?
Yes we can. Breach of any of the provisions of the Agreement, these Terms and Conditions, and Protocols by a User in Fair Wear’s view in its sole discretion may result in Fair Wear in its sole discretion denying the User access to the HRDD Academy and revoking the User’s license to use the HRDD Facilitation Hub and/or Tools and Materials without the User being entitled to any claim, compensation, or damages whatsoever. Specifically, if Fair Wear becomes aware that there is a breach related to:
User giving Fair Wear consent to monitor user access and use of Materials
Unlawfully transmitting, using or sharing copyrighted information
Unlawfully transmitting, using or sharing Confidential Information
Defamatory, discriminatory, unlawful, inappropriate, offensive, or objectionable content
Are there any penalties?
Yes, if the Participant, its Users, or any of its representatives or affiliates, or their representatives breach or breaches any of its/ his/ her/ their obligations under clauses 2.3, 2.4, 3.1 of the Agreement and Terms and Conditions under clause 3, identifying what is included in the HRDD Academy; clause 4,the rules for Participants and Users, clause 5 related to adjustments within HRDD Academy; clause 8 conditions and restrictions associated with participation in HRDD Academy and clause 10 data protection and privacy; clause 11 confidentiality, it/ he/ she/ they shall, without any notice of default or judicial intervention being required, for the benefit of Fair Wear forfeit an immediately payable penalty not susceptible to set off to the detriment of Fair Wear of € @10.000 (@ten thousand euros) for each breach, increased by an amount of € @1.000 (@one thousand euros) for each day or part of a day that the breach continues.
These penalties shall be without prejudice to Fair Wear's right to claim performance or damages (to the extent exceeding the amount of the penalties) or any other rights (based on the law or any other ground) belonging to Fair Wear, unless the Participant, its User, or any of its representatives or affiliates, or their representatives which/ whom it concerns, can prove that it/ he/ she /they has/ have obtained the prior written consent of Fair Wear (such consent to be granted or not at the sole and entirely free discretion of Fair Wear (‘ter uitsluitende vrije discretie van Fair Wear alleen’).
How to terminate participation?
There are several ways how the HRDD Participation agreement between us and you can be terminated.
Each of the parties can terminate with a written notice of three months.
Either party may terminate the HRDD Participation agreement with immediate effect if the other party commits a material breach of its obligations under the Agreement and - if such breach is capable of remedy - has not been remedied within [thirty] days of the other party’s written request to remedy the breach. For the purposes of this clause, a material breach includes damage to the other party's reputation directly caused by the breaching party and a material breach of Fair Wear's requirements as set out in the Protocols.
The HRDD Participation Agreement may be terminated (opzeggen) with immediate effect by one Party:
if the other Party fails to comply with any of its obligations under this Agreement, Terms and Conditions, and Protocols and - if such breach is capable of remedy - has not been remedied within [thirty] days of the other party’s written request to remedy the breach such as but not limited to the obligation related to ‘Human Rights Due Diligence’ under clause 1, ‘HRDD Academy’ under clause 2, ‘Rules for Participants and Users’ under clause 3 of the Terms and Conditions, ‘ under clause 9 of the Terms and Conditions, ‘Conditions and Restrictions associated with Participation in the HRDD Academy’, ‘Data protection’ under clause 11 of the Terms and Conditions or; ‘Non-disclosure and confidentiality’ under clause 12 of the Terms and Conditions.
the entry by the other Party into any insolvency, winding up, liquidation, administration, creditor protection or analogous process;
the application by the other Party for any insolvency, winding up, liquidation, administration, creditor protection or analogous process;
the taking of possession/ attachment of whole or part of the other Party's assets by any holder of security or other party; or
the making by the other Party of any arrangement, composition or compromise with its creditors and including, without limitation thereto bankruptcy (faillissement), suspension of payments (surseance van betaling) or other insolvency, voluntary or judicial liquidation, in particular the appointment of a trustee in bankruptcy (curator), administrator (bewindvoerder) or other similar officer.
What happens after the termination of HRDD Academy?
If this Agreement is terminated (a) obligations under the Agreement, Terms and Conditions, and Protocols occurring prior to the date of termination, such as HRDD Academy fees, (b) obligations, promises, acts or covenants contained in the Agreement, Terms and Conditions, and Protocols which are expressly or by implication made to extend beyond the term of the agreement, including but not limited to the Agreement clause 3.2 penalty clause; clause 4 Third Party clause; clause 6 miscellaneous; and Terms and Agreement clause 3, which identifies what is included in the HRDD Academy; clause 4 Rules for Participants and Users; clause 9 Restrictions and Conditions associated with participation in the HRDD Academy; clause 11, Data protection and privacy; clause 12, confidentiality of data; clause 14 disclaimers and warrants; clause 15 liability; clause 18 termination; clause 21 miscellaneous, shall continue to remain in full force and effect for an indefinite period of time.
Which governing law is applicable?
The HRDD Participation Agreement, these Terms and Conditions, the Protocols and the Materials shall exclusively be governed by Dutch law. All disputes arising out of or in connection with these documents shall be resolved by the Amsterdam District Court, notwithstanding the right of Fair Wear to initiate summary proceedings, take conservatory or interlocutory measures or initiate other proceedings in any forum or jurisdiction that might otherwise have competence.
Compliance with HRDD legislation
Participation in the HRDD Academy does not exempt Company from its obligation to comply with all applicable legislation related to Human Rights and Environmental Due Diligence (HRDD). Fair Wear and its affiliates and successors assume no liability, in any form, for any fines, penalties, or legal consequences incurred by your Company due to non-compliance with HRDD requirements legislation.
Miscellaneous
Should (the performance of) one or more of the provisions of the Agreement, these Terms and Conditions, and Protocols - for whatever reason - be void or unworkable, the provision concerned will be deemed to read as if it were to effectuate the closest non-null legal act or situation - bearing in mind the context as well as the nature and purport of that provision and these Terms and Conditions in general. Should the application of the foregoing sentence prove to encounter insurmountable problems, the parties shall renegotiate in good faith with a view to resolving the problem that has arisen in the spirit of the Agreement, these Terms and Conditions, and Protocols.
No failure or delay by Fair Wear to exercise any right or remedy provided under the Agreement, Terms and Conditions, and Protocols 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 right or remedy. No single or partial exercise of such right or remedy shall constitute a waiver of the further exercise of that or any other right or remedy.
Fair Wear may change these Terms and Conditions and/or Protocols during your participation period. We will notify you of such changes in advance of the start date of the new version of the Terms and Conditions and/or Protocols. Until the start date, you have the option to object to the changes. We may, at our discretion, decide to continue our relationship with you regarding the HRDD Academy pursuant the old Terms and Conditions and/or Protocols or allow you the opportunity to terminate.
The headings of Terms and Conditions and Protocols are used to facilitate reading and do not define or affect the meaning or interpretation of the wording.
These Terms and Conditions shall be binding upon the Parties and their successors and permitted assigns. Rights under the Agreement may only be assigned if all Parties agree in writing, subject to the possibility for Fair Wear, who shall be entitled at any time to transfer its rights and obligations (‘contractsoverneming’), in whole or in part, under this HRDD Academy Participation Agreement and possible related agreements to one of its group companies or related companies. Participant hereby now for then gives its irrevocable consent to such transfer / takeover of contract (‘contractsoverneming’). Participant will be informed if and when a transfer takes place. We may assign our rights and obligations to any affiliate or to any successor.
If you are not established in the Netherlands, you agree that articles 6:232, 234, and 235 (1) and (3) of the Dutch Civil Code (“Burgerlijk Wetboek”) apply. These articles relate to the manner in which these Terms and Conditions are made available and agreed to in an online environment.
You agree that articles 6:227b and 6:227c of the Dutch Civil Code do not apply, in so far as it is possible to deviate from those provisions. These articles relate to the manner in which electronic agreements are concluded and to the information that must be provided in relation thereto.