The terms defined below shall mean as follows between the parties:
- “Bureau Veritas”: Bureau Veritas Certification North America, Inc.
- “Affiliated Company”: any legal entity directly or indirectly controlled by Bureau Veritas SA, the ultimate parent company.
- “Client”: legal entity or natural person to which access to and use of the Website are granted for one or more Users.
- “Contract”: the General Terms and Conditions and the Special Terms and Conditions.
- “Documentation”: documentation of any kind relating to the different elements of the Website and particularly the technical documentation, user documentation, the operating manual documenting all the user‑accessible functionalities, as well as, where appropriate, and generally all online documentation.
- “General Terms and Conditions”: this document.
- “Login Details”: username and password created by the Client on the Website.
- “Partners”: Bureau Veritas’ Partners which provide their assistance for the operation of the Website and the hosting of the Website and its contents, as well as certain applications
- “Services”: the different services that can be, separately or collectively, purchased by Client on the Website including, without limitation, the practical tool box, e-learning courses, gap analysis tool, on-site gap analysis audit, pre-audit and transitional audit
- “Special Terms and Conditions”: the general terms and conditions governing the provision or use of the Services and provided on the Website at https://us.lead.bureauveritas.com/terms-and-conditions
- “Territory”: the country from which the Client orders the Services.
- “User”: any natural person or employees of the Client for whom the Client asks Bureau Veritas for entitlement to access and use of the Website.
- “Website”: this website, us.lead.bureauveritas.com, owned by Bureau Veritas SA, which publishes it, a French company registered with the Companies and Trade Register of Nanterre under number 775 690 621, registered office at 67/71, Boulevard du Château, 92200 Neuilly-sur-Seine, France.
- The Contract comes into effect between Bureau Veritas and the Client on the date when the Client first accepts on the Website the Special Terms and Conditions issued by Bureau Veritas when clicking “Order” within the basket.
- The Contract is binding on the parties either for the duration specified in the Special Terms and Conditions.
- Access to and use of the Website by the Client and each of its Users are subject to unreserved acceptance by the Client of the General Terms and Conditions, the Special Terms and Conditions and Partners’ General Terms and Conditions, if any. The Partners’ General Terms and Conditions cannot in any case be invoked against Bureau Veritas.
- Bureau Veritas hereby grants to the Client one or more rights of access to access the Website depending on the number of Users, the number of connections and the geographical scope.
- The Client is responsible for defining each User’s right of access to the Website, the scope of access, and for using the functionalities and documents enclosed onto the Website.
- Bureau Veritas shall not in any way be held liable for any failure resulting from performance or non-performance of such undertakings, as well as any failure of the Client in defining or updating each User’s access profile.
- Access to the Website is subject to each User using their Login Details supplied by Bureau Veritas. The Login Details are confidential and not transferrable. The Login Details may be changed by Bureau Veritas at the Client’s request or by Bureau Veritas subject to having given prior notice of such change to the Client. The Client alone is responsible for identification, security and use of the Login Details in compliance with these General Terms and Conditions.
- The Client undertakes, on the basis of an obligation of result, to keep the Login Details secret and to obtain from its Users the same commitment concerning the Login Details allocated to them.
- In case of loss or theft of the Login Details, the Client will immediately inform Bureau Veritas of this by fax or e‑mail, with acknowledgement of receipt, so that Bureau Veritas can disable access.
- The Client shall immediately inform Bureau Veritas of any unauthorised use of or access to Users’ accounts or the Website.
- Any operation performed on the Website by a User shall be deemed to have been performed by the Client, who is solely liable for safeguarding the confidentiality of the Login Details, and for the use that is made of them. Bureau Veritas may under no circumstances be held liable for loss of the Login Details of a User or for fraudulent use of any of the Login Details of a User to access the Website.
- Access to the Website does not authorise any direct or derived use of the Website or of its content, or any use, recording of lists, descriptions, or product prices, or any posting or copying of information other than the information for which express provision is made.
Services provided on the Website
- The Website enables the Client to order a Service or a pack of Services from Bureau Veritas.
- The Services purchased by the Client can only be used or performed within the Territory.
- Each Service is governed by the corresponding Special Terms and Conditions.
- The prices are indicated for each Service or pack of Services.
- Access to the Services begins as soon as the initial payment is done by the Client on the Website.
- For payment by credit card or debit card the charge will be made online through the payment gateway of the corresponding financial entity subject to prior checking by our Partner.
- Payment by bank transfer or credit/debit card is safely processed from your credit/debit card or bank account to the bank account of Bureau Veritas through a third party payment processor.
- In the event of credit card fraud or unauthorized use of the Client’s credit card by third parties via the Client’s use of the Website, the Client shall report this fraud to its credit card provider (in accordance with its reporting rules and procedures) and contact Bureau Veritas immediately by email: email@example.com.
Default interest and compensation for recovery
- Any delay or non‑payment of all or part of an invoice issued by Bureau Veritas within thirty (30) days following its issue, without any reminder or formal notice being required, shall be subject to late payment penalties. The interest rate will be three (3) times the legal interest rate. This rate is the one in force on 1 January of the year in question.
- This interest will be calculated on the total, including all taxes, mentioned on the invoice, without prejudice to Bureau Veritas’ entitlement to claim compensation for its loss related to the delay or the non‑payment. The interest will be due as from the day following the due date of the invoice and until the day of its collection by Bureau Veritas.
- In accordance with the law, a Client in a position of late payment is automatically subject to fixed compensation for recovery costs, of forty (40) euros. If the recovery costs are higher, Bureau Veritas may demand additional compensation on justification.
- The Website and their elements, such as the Bureau Veritas, trademarks, logos or those belonging to its Affiliated Companies, the drawings, models, images, texts, photos, graphic charts, computer applications, search engines, databases, domain names, interfaces made available to the Client within the framework of the Website, the Documentation and all other information, without this list being exhaustive, are and shall remain the exclusive property of Bureau Veritas SA or any of its Affiliated Companies or its Partners, as the case may be, and may not be used by the Client without the prior written consent of Bureau Veritas or its Partners, as applicable.
- Use of the Website for purposes other than the ones mentioned in these General Terms and Conditions and not expressly authorised by Bureau Veritas under such General Terms and Conditions is unlawful. Consequently, it is prohibited, pursuant to Article L.122-6 of the Intellectual Property Code, for the Client in particular to:
- represent, communicate or distribute the Website, on a royalty or free of charge basis, and particularly any networking;
- make any form of use of the Website, in any way whatsoever, for the purposes of design, performance, communication or commercialisation of similar, equivalent or replacement services and similar, equivalent or replacement user documentation;
- adapt, modify, transform or arrange the Website, for any reason whatsoever, including to correct errors;
- make any direct or indirect transcription, or translations into other languages of the Website;
- make any work processing not authorised by Bureau Veritas;
- modify or bypass the protection code, such as in particular the Login Details.
- The compilation of all content included in or made available through this Website is the exclusive property of Bureau Veritas and is protected by U.S. and international copyright laws.
- Users may not, and will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Bureau Veritas Software, whether in whole or in part, or create any derivative works from or of the Bureau Veritas Services.
- The computer records stored on the computer systems of Bureau Veritas and/or the Partner(s) under reasonable conditions of security will be regarded as evidence of communication, and shall take precedence over the Client’s document stored on written medium or electronic file in case of inconsistency with any such document of the Client.
- It is expressly agreed that access to the Website is provided as is and without any guarantee of any kind whatsoever, whether express or implicit, including although not limited to, implicit guarantees of conformity to a particular use.
- Bureau Veritas does not make any warranty on the compatibility of the Client’s web browser used by the Client and the Website.
Disclaimer of warranties and limitation of liability
THE BUREAU VERITAS SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO CLIENT AND USERS THROUGH THE BUREAU VERITAS SERVICES ARE PROVIDED BY BUREAU VERITAS ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. BUREAU VERITAS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE BUREAU VERITAS SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO CLIENT AND USERS THROUGH THE BUREAU VERITAS SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. CLIENT AND USERS EXPRESSLY AGREE THAT THE USE OF THE BUREAU VERITAS SERVICES IS AT THEIR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, BUREAU VERITAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUREAU VERITAS DOES NOT WARRANT THAT THE BUREAU VERITAS SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE BUREAU VERITAS SERVICES, BUREAU VERITAS'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM BUREAU VERITAS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BUREAU VERITAS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY BUREAU VERITAS SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY BUREAU VERITAS SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- The Client waives the right and undertakes to have its insurers waive the right to any action and any third party claim against Bureau Veritas and its insurers, except in case of gross negligence and wilful misconduct.
- The parties undertake to keep confidential all information which has come to their attention within the framework of these General Terms and Conditions, by any means whatsoever, on any medium whatsoever, in writing or orally.
- The parties expressly undertake to have all their personnel comply, regardless of their status, with the same obligation of secrecy and confidentiality for all the information referred to above.
- The parties acknowledge that any failure on their part to comply with their obligations of secrecy and confidentiality shall cause serious damage to the other party, which may claim compensation.
- Each party undertakes to adopt the measures which it takes itself with regard to its own confidential information or data in order to prevent communication or disclosure to third parties.
- The parties expressly state that any information communicated by one party to the other, and which may have one of the following characteristics, shall not be regarded as confidential if the other party was aware of it prior to communication by the other party or if the information was in the public domain or if the information was disclosed by a third party which was entitled to do so.
- If the User registers with the Website, Bureau Veritas will ask the User to provide personal data such as first and last name, company and email address.
- Data will be collected and processed in a licit and professional manner.
- The personal data collected by the Website is information provided voluntarily either by filling in forms on the Website, or by submitting questions or comments by e-mail, or by downloading information on the Website.
- In addition, the Website automatically collects and stores information such as:
- the Internet domain and Internet Protocol (IP) address from which you access our Website;
- the type of Internet browser and the operating system of the computer you use to access the Website;
- the date and time you access the Website;
- the pages you visit and the duration on the Website;
- the address of the Website or search Website you used to link to the Website.
The purposes of collecting personal data are to allow Bureau Veritas to answer the questions submitted to it via contact forms, to send information on the Services, to issue offers in connection with the Services in response to any request for quotation.
- Cookies record certain information which is stored in the memory of the computer equipment used by the Client’s user.
- The Client’s User may at any time delete the cookies, using his browser. This option enables the Website to be used without incidence, except in specific cases.
- Events of force majeure shall suspend the performance of these General Terms and Conditions.
- If the events of force majeure last longer than two (2) months, these General Terms and Conditions shall be automatically terminated, unless otherwise agreed between the parties.
- Events of force majeure are those usually retained by the French courts, as well as the following events: war, riot, fire, internal or external strike, lockout, occupation of the premises of Bureau Veritas or its Partners, bad weather, acts of God, storm, earthquake, flood, water damage, legal or government restrictions, legal or regulatory changes to forms of sales, accidents of all kinds, epidemic, pandemic, illness affecting more than 10% of the personnel of Bureau Veritas or one of the Partners within a period of two consecutive months, absence of energy supply, partial or total shutdown of the Internet and, more generally, the public or private telecommunications networks, blockage of roads and impossibility of procurement of supplies, and any other event beyond the express control of the parties which prevents the normal performance of this agreement.
- The parties acknowledge that they each act on their own behalf as independent parties.
- These General Terms and Conditions do not constitute any association, franchise or any relationship given by one party to the other.
- No party shall have authority to act in any way in the name and on behalf of the other party.
- Furthermore, each party remains solely responsible for its own acts, assertions, commitments, services, products and personnel.
- These General Terms and Conditions shall not be assigned in whole or in part, by the Client, without the prior written consent of Bureau Veritas.
- Bureau Veritas reserves the right to assign or transfer all or part of the Contract to one of its Affiliated Companies or a third party without the prior authorisation of the Client.
- Bureau Veritas remains free to assign or transfer any or all of its rights or obligations under the contracts entered into by it with its Partners to any other(s) Partner(s).
- If one or more of the provisions of these General Terms and Conditions were held invalid or so declared by a law, regulation or a final decision by a competent court, the other provisions shall remain in full force and effects.
- The clauses which by their nature shall survive beyond the term of these General Terms and Conditions, whatever the methods of termination, shall continue to apply until the term of their particular purpose. This applies in particular to the liability, ownership and confidentiality clauses.
Address for correspondence
- For the performance of this Contract and subject to particular provisions, the parties agree to address any correspondence to their respective registered office.
Law applicable and jurisdiction
- These General Terms and Conditions are governed by the laws of Texas. The courts of Harris County, Texas shall have exclusive jurisdiction.
- Resolution of Disputes. All claims, disputes, controversies or matters in question arising out of, or relating to, this Agreement or any breach thereof, including but not limited to disputes arising out of allege)d design defects, breaches of contract, errors, omissions, or acts of professional negligence, except those disputes which arise out of or are related to collection matters or fees alone under this Agreement, (collectively “Disputes”) shall be submitted to non-binding mediation before and as a condition precedent to the initiation of legal proceedings. In no event shall any Disputes be subject to binding arbitration. Upon written request by either party to this Agreement for mediation of any dispute, Client and Bureau Veritas shall select a neutral mediator by mutual agreement. Such selection shall be made within ten (10) calendar days of the date of receipt by the other party of the written request for mediation. In the event of failure to reach such agreement or in any instance when the selected mediator is unable or unwilling to serve and a replacement mediator cannot be agreed upon by Client and Bureau Veritas within ten (10) calendar days, a mediator shall be chosen as specified in the Mediation Rules of the American Arbitration Association then in effect, or any other appropriate rules upon which the parties may agree.