Last updated: February 07, 2024.
These terms are applicable from this date onwards and replace all previous terms and conditions
.Thank you for using Karomia for your sustainability reporting. This document explains our terms of use of the Solutions (as defined below) from the date specified above.
By using Karomia, you agree to all the below terms.
1.1 These terms of use (together with the other documents they reference, which are collectively referred to here as the Terms of Use) govern your access to the Karomia software solution and its related services (together the Solution, as further described in clause 4 below).
1.2 The Solution is provided by Karomia BV, registered with number 1004.945.239, with its registered office at Gaverlandstraat 62, 9031 Drongen, Belgium.
1.3 These Terms of Use constitute a legal agreement between Karomiaand you as a User (as defined below) of the Solution. If you do not agree to abide by these terms of use, you may not access the Solution.
2.1 In order to access and use the Solution, you must be duly designated as a User by the relevant Karomia customer (the Customer) who has entered into an Agreement or other similar agreement with Karomia. You may be an officer, employee, agent, representative, stakeholder, adviser, consultant or contractor of that Customer. By accessing the Solution, you acknowledge that you are duly authorized by the Customer to access the Solution and to bind the Customer in that regard.
2.2 The Solution is intended for Users in a business context only, and not for use by individuals for domestic or private purposes.
2.3 In order to access the Solution for the first time, you must be invited by Karomia or the Customer. Upon accessing the Solution for the first time, the User may first receive temporary account log-in details and must change the default password.
2.4 You remain a User unless your account is terminated in accordance with these Terms of Use, in particular clause 11.
2.5 Fake user profiles are not permitted.
2.6 The Solution is intended for use worldwide. Wherever you access and use the Solution from, you agree that you will only use the Solution in a manner consistent with these Terms of Use and any and all applicable local, national and international laws and regulations. To the extent that your use of the Solution is not legal in your territory, you may not use it.
2.7 You and the Customer are responsible for making all arrangements necessary for you to have access to the Solution.
3.1 You must treat any User account log in, user identification code, password or any other piece of information as part of our security procedures, as confidential. You must not disclose it to any third party or authorise others to use your User account.
3.2 You may not transfer your User account to any other person or entity. If you know or suspect that anyone other than you has obtained your user identification code or password and/or has accessed your User account, you must immediately notify us by sending an email to info@karomia.eu.
3.3 You are responsible for the acts and omissions of any third parties who use your Authorised User identification code or password to access your User account, whether fraudulent or not, and you agree to reimburse us on demand for any loss we may suffer as a result of such use.
3.4 We have the right to disable any User identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms of Use.
4.1 The Solution consists of access to Karomia software and associated services. The specific Karomia functionality and the details of the associated service available to you will depend on the level of corporate package ordered by the Customer and also on your User profile. Please contact us if you wish to understand more about the details of the Solution available to you.
4.2 For the purposes of this clause 4:
4.2.1 Output means data, text, graphical presentations, reports, documentation and other information provided to you in any form as a result of using the Solution and including Third Party Documents and Karomia Output;
4.2.2 Third Party Documents means source documentation and files originating from third parties and which may be directly accessible through the Solution, including (but not limited to),sustainability reports, annual shareholder reports, CSR reports, Corporate Governance reports, legislation, regulatory guidance, news features and social media content;
4.2.3 Karomia Output means all Output except Third Party Documents.
4.3 On condition of you agreeing to abide by these Terms of Use, we hereby grant you a non-transferable, non-exclusive licence while you remain an User to access the Solution in accordance with these Terms of Use.
4.4 You may use the Solution, including the Karomia Output solely for the business purposes of the Customer. For these purposes:
4.4.1 you may use Karomia Output in relation to, and for incorporation into, internal studies, business reports, strategy documents and external communications (including marketing documents, regulatory and financial filings) of the Customer, provided that you attribute any use of Karomia Output in accordance with clause 4.5 below;
4.4.2 you may not use the Solution including any Output in relation to, or for the direct benefit of, any other organisations other than the Customer. In particular:
4.4.2.1 you may not resell or distribute Output as part of services provided by you to third parties; and
4.4.2.2 if you are a professional adviser, agent of or consultant to the Customer, you may not use the Solution for any of your other clients; and
4.4.3 you acknowledge that your use of Third Party Documents outside the scope of the Solution, including downloading and/or printing Third Party Documents for use in your business, may require the consent of the owner of the copyright in question. You are solely responsible for any such use and for ensuring that you have obtained any relevant consents or licences from the relevant third party; and
4.5 if you incorporate Karomia Output (including extracts of Karomia Output) into any documentation of the Customer, you must clearly attribute Karomia as the source of that Output by using the wording “source: Karomia”.
5.1 Our Privacy Policy, available on www.karomia.eu, sets out the terms on which we as data controller process any personal data we collect from you, the Customer or its other Users, or that you, the Customer or its other Users provide to us. This may include, for example, your name, email address and login details. Our Privacy Policy also incorporates our Cookies Policy available on www.karomia.eu.
5.2 You warrant that all such data provided by you is accurate to the best of your knowledge.
6.1 You may submit information to the Solution, including when setting up the Customer’s profile on the Solution (Submitted Content). Submitted Content excludes publicly available information.
6.2 This means that we will hold such Submitted Content securely and, unless you agree otherwise, we will only use Submitted Content in order to improve your experience and to enhance the Solution or the Output of Solution provided to you and the Customer. However we may use Submitted Content in an anonymized, aggregated or otherwise de-identified form for research, analysis and other purposes in accordance with our Privacy and Data Policy.
6.3 We will not control, verify or otherwise check Submitted Content and (subject to clauses 6.2 above) we take no responsibility for it whatsoever, including for its accuracy, completeness or suitability for use in the Solution.
6.4 We reserve the right to refuse to process and to remove any Submitted Content if, in our sole opinion, it does not comply with these Terms of Use or any applicable law, or upon the reasonable request of any third party.
6.5 If the Customer ceases to be acustomer of Karomia for any reason, we may not continue to use such Submitted Content except as set out in clause 6.2 above.
7.1 Whilst you or the Customer submitting Submitted Content (or your relevant licensors) will retain ownership of the copyright and all other intellectual property rights whatsoever (and wherever existing in the world, together IP Rights) subsisting in Submitted Content, the User and the Customer hereby:
7.1.1 grant to us (or, as relevant, agrees to procure the grant to us of) a licence to use such Submitted Content in accordance with these Terms of Use including in order to provide the Solution; and
7.1.2 confirms that the Customer and/or the User is or are duly licensed to submit the Submitted Content to us and that the use of Submitted Content in accordance with these Terms of Use will not breach a third party’s rights including without limitation any IP Rights or rights in confidential information and agrees to indemnify us in respect of any loss or damage (including legal fees) incurred by us in the event of a breach of this clause 7.1.2.
7.2 Except for Submitted Content, we are the owner or the licensee of all IP Rights subsisting in the Solution including Output and any software used in the provision of the Solution. All such rights are reserved and you have no rights in, or to, the Solution including Output other than the rights to use it in accordance with these Terms of Use.
7.3 You are under no obligation to provide feedback, improvements or other suggestions (Feedback) that might improve the Solution, however if they do so, you and the Customer acknowledge that Karomia is free to use such Feedback in any way and that Karomia shall own any and all intellectual property rights subsisting in or arising in relation to such Feedback as it may be incorporated into the Solution.
8.1 Whilst we do our best to draw information from reliable sources, you acknowledge that:
8.1.1 Output is dependent on the quality and accuracy of such sources and therefore we make no guarantee that the Output is correct, complete, accurate or up-to-date and we take no liability in that regard;
8.1.2 any use of or reliance by you or the Customer on any Output is entirely at your own risk, we take no responsibility for the consequences of such actions and in particular no guarantee is made by us that such actions will benefit you, the Customer or its business in any way; and
8.1.3 the Solution and the Output are for general information purposes only and do not constitute any form of specialist legal, regulatory, tax or other advice. You are responsible for ensuring that your use of any Output is sufficient or appropriate for any particular circumstances including taking separate legal or other specialist advice to confirm information provided as part of the Output.
9.1 We do not guarantee that the Solution will always be available or that access to it will be uninterrupted. Access to the Solution is permitted on a temporary basis. We may suspend, withdraw or discontinue or any part of the Solution without notice. We will not be liable to you if, for any reason, the Solution is unavailable at any time or for any period.
9.2 In relation to the use of the Solution:
9.2.1 to the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Solution, whether express or implied; and
9.2.2 subject to these Terms of Use, we will not be liable for any loss or damage whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the following: loss of profits, sales, business or revenue; loss of agreements or contracts; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; loss of use or corruption of software, data or information; cost of procurement of substitute goods, services or technology; or any special, indirect or consequential loss or damage.
9.3 We use reasonable endeavours to remove bugs or viruses but we do not guarantee that Karomia will be secure or free from bugs or viruses. You should use your own virus protection software. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Solution.
9.4 Subject to the express provisions elsewhere in these Terms of Use our total liability, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms of Use including the receipt of the Solution shall, in any given 12 month period, be limited to 25% of the yearly Agreement value of the year on which the claim arose.
10.1 You may use the Solutiononly for lawful purposes. You may not use the Solution:
10.1.1 in any way that breaches any applicable local, national or international law or regulation; or
10.1.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
10.2 You also agree:
10.2.1 not to (and not to attempt to) modify, copy, disclose, distribute or re-sell any part of the Solutions or Output (including any software used in the provision of the Solution) in contravention of these Terms of Use;
10.2.2 not to impersonate any other User; and
10.2.3 not to access without authority, penetrate, interfere with, damage or disrupt (or attempt to do any of the same): (i) the accounts of other Users; (ii) any part of the Solution or its security measures; (iii) any equipment or network on which the Solution is stored; or (iv) any software used in the provision of the Solution.
11.1 Your User account will be immediately withdrawn if you or the Customer notify us at any time that you have ceased to be an User, or if the Customer ceases to be a customer of Karomia for any reason (including at the end of any applicable subscription period).
11.2 We will determine, in our discretion, whether there has been a breach of these Terms of Use through any User’s or the Customers’ use of the Solution. If such a breach has occurred, we may take such action as we deem appropriate, including all or any of the following actions: immediate, temporary or permanent withdrawal of any relevant User account and/or the Customer’s right to use the Solution; immediate, temporary or permanent removal of any Submitted Content; the issue of a warning to you and/or the Customer; and legal action against you and/or the Customer.
11.3 If you cease being an User for any reason you must immediately cease using the Solution.
12.1 You will be asked to read and accept these Terms of Use at the time you first access the Solution.
12.2 We may revise these Terms of Use at any time and in the event of such a revision, you may be asked to read and accept the revised Terms of Use at the next time you access the Solution.
12.3 We may update the Solution from time to time, and may change the content and/or functionality provided through the Solution at any time.
12.4 No variation to these Terms of Use may be made save by a variation notified by us as described above, or else in writing signed by you and/or the Customer and us.
Except in relation to the Customer, a person who is not a party to these Terms of Use shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Use, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
These Terms of Use, their subject matter and their formation, are governed by Belgian law.
To contact us, including with any comments or complaints regarding the Solution, or if you are concerned that any content accessed through the Solution breaches intellectual property or other rights, please contact our customer support line or email info@karomia.eu.