Terms of use

Preamble

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These Terms of Use (hereinafter, the “Terms”) govern the conditions under which natural persons authorised to access the ORIZAIR digital platform, accessible at orizair.com or at any address that may replace it (hereinafter, the “Platform”), may access and use it on behalf of the entity that has authorised them to do so (hereinafter, the “Client”).

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For the purposes of these Terms, “User” means any natural person authorised by the Client to access and use the Platform on its behalf, other than the person acting as Administrator as defined below.

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Access to the Platform by the Administrator and the Users takes place within the scope of the access rights subscribed by the Client with ORIZAIR under the Framework Services Agreement and the Order Form(s) applicable to the Services or modules subscribed by the Client (together, the “Applicable Contract Documents”).

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These Terms govern the conditions of access to and use of the Platform by the Administrator and the Users. They are neither intended to modify, nor have the effect of modifying, the rights and obligations agreed between ORIZAIR and the Client under the Applicable Contract Documents. In the event of any conflict between these Terms and the Applicable Contract Documents, the latter shall prevail as between ORIZAIR and the Client.

These Terms are accepted, in the name and on behalf of the Client, by any person holding administration rights over the Client account and duly authorised for that purpose (hereinafter, the “Administrator”). Such acceptance applies to all Users whom the Client authorises to access the Platform.

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The Client remains responsible for appointing and managing its Administrator and its Users and shall ensure that each of them complies with these Terms. Access to the Platform by the Administrator or a User does not constitute individual acceptance of these Terms by that person and does not, on that basis alone, create any separate contractual relationship between the Administrator or that User and ORIZAIR.

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These Terms also apply to any trial access granted by ORIZAIR to an operator (the “Operator”). For the sole purposes of these Terms, the Operator is treated as the Client and the administrator of its account as the Administrator. These Terms are accepted by that Administrator in the name and on behalf of the Operator and apply to all persons whom the Operator authorises to access the Platform for the duration of the trial access. The rights and obligations agreed between ORIZAIR and the Operator in respect of the trial access remain governed exclusively by the contractual terms applicable to that access.

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The current version of these Terms is accessible at all times on the Platform to the Administrator and the Users.

Unless the context otherwise requires, terms defined in the singular include the plural and vice versa.

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1. Account creation and management

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Each Administrator and each User has a personal account enabling them to access the Platform within the limits of the rights granted to them by the Client and to use it on the Client’s behalf, in the course of their duties and responsibilities.

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The Administrator may use the business features of the Platform to which the Client has access, including entering or importing data, viewing results and using the subscribed features, on the same terms as the Users. In addition, the Administrator has the functions specific to account administration, including the management of access rights, invitations and revocations.

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The Administrator is also authorised to accept these Terms and any updates to them in the name and on behalf of the Client. Such acceptance applies to all Users whom the Client authorises to access the Platform, without individual acceptance being required from each of them.

The Client shall ensure that the information relating to the Administrator and to each User provided when their account is created or managed is accurate, complete and up to date, and is updated without delay in the event of any change.

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Each account assigned to a User or to the Administrator is strictly personal and may not be shared among several persons.

The Client remains responsible for appointing and managing its Users and its Administrator, for the scope of their access rights and for their revocation. The Client shall inform ORIZAIR when a User or the Administrator is no longer authorised to access the Platform.

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2. Confidentiality and security of login credentials

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The login credentials assigned to the Administrator and the Users to access the Platform are personal and confidential.

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The Client shall ensure that the Administrator and the Users do not share or disclose their login credentials to any third party, including another User.

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The Client shall ensure that any unauthorised access, any loss or compromise of login credentials or any security incident affecting the account of the Administrator or a User is reported immediately to ORIZAIR at security@orizair.com.

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As between ORIZAIR and the Client, any use of the Platform by means of the login credentials assigned to the Administrator or a User is presumed to have been made by the person to whom those credentials were assigned, unless it is established that such use results from fraudulent or unauthorised use of the account or that such use was reported to ORIZAIR without delay.

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3. Data entry and import

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The Administrator and the Users enter or import the necessary data and supporting documents in accordance with the instructions, formats and procedures indicated on the Platform.

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The Client shall ensure that the Administrator and the Users do not enter or import into the Platform any personal data that is not necessary for the use of the services offered to the Client or for the performance of the task for which their access was granted.

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The Client shall ensure that any data which the Administrator or a User finds to be erroneous, inconsistent, incomplete or no longer accurate is corrected or updated without delay.

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4. Client’s responsibility for data

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The Client shall ensure that the Administrator and the Users to whom it grants data entry or import rights:

• verify, before any entry or import, the accuracy, completeness and authenticity of the data concerned, by carrying out such checks as may reasonably be required;
• refrain from entering or importing any data which they know, or should reasonably know, to be inaccurate or misleading.

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These obligations apply without prejudice to the representations, warranties and obligations assumed by the Client towards ORIZAIR under the Applicable Contract Documents or, where applicable, by the Operator under the contractual terms applicable to the trial access.

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5. Use of results and Deliverables

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“Deliverable” means any result or document generated by the Platform from the Client’s data (hereinafter, the “Client Data”), within the scope and subject to the conditions and limits set out in the Applicable Contract Documents.

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In the context of a trial access, statuses, checks, messages, interim results or other information displayed on the Platform do not constitute Deliverables.

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The results displayed by the Platform and the Deliverables it generates are produced automatically from the data entered or imported by the Administrator or the Users.

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They do not constitute an official declaration, a verification, certification or accreditation, an assurance opinion, legal advice, or a regulatory approval or decision.

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The Client shall ensure that results and Deliverables are reviewed and checked against the source documents and data before any use, transmission or inclusion in a regulatory document.

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The Platform may display reminders indicating that results depend on the data entered or imported and must be checked before any regulatory use.

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6. Restrictions on use of the Platform

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The Client shall ensure that the Administrator, its Users and, where applicable, the Authorised Third Parties refrain in particular from:

• using the Platform on behalf of a third party or of any entity other than the Client;
• impersonating any third party;
• reselling, renting, assigning, sublicensing or commercialising access to the Platform or to the Deliverables;
• circumventing the technical or functional restrictions of the Platform;
• carrying out any unauthorised automated extraction or collection of data or content;
• disassembling, decompiling, reverse engineering or attempting to reconstruct ORIZAIR’s internal tools, except to the extent that such operation is expressly permitted by a mandatory provision of law;
• performing or publishing benchmark, performance or security tests without ORIZAIR’s prior written authorisation;
• disrupting or compromising the operation, security or integrity of the Platform or of the data it contains;
• removing any proprietary notices, reservations or warnings appearing on results or Deliverables;
• infringing the rights of third parties, including their intellectual property rights;
• using the Platform in breach of applicable regulations or of these Terms.

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The Client shall ensure that the Administrator and each User use the Platform within the conditions and limits of the access rights granted to them, in accordance with the Applicable Contract Documents, the contractual terms applicable to the trial access or the access authorisation specifically granted to them.

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By way of exception, an agent, an MRV firm, an independent verifier or any other party appointed by the Client to assist it in preparing, reviewing or verifying its regulatory file may be invited by the Client to access the Client’s profile on the Platform (the “Authorised Third Party”).

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The Client remains responsible for appointing the Authorised Third Party and for the scope of the access rights granted to it.

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The Authorised Third Party accesses the Platform solely at the request and for the purposes of the Client concerned, within the limits of the access rights granted to it by the Client. Such access confers on it no right of its own in the services offered to the Client, the Platform, the internal tools, the results or the Deliverables.

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Access to the Platform by the Authorised Third Party does not give rise to any advisory, verification, audit, certification, assurance or review engagement on the part of ORIZAIR towards it.

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ORIZAIR takes no part in the performance of the engagement entrusted to the Authorised Third Party by the Client and assumes no liability for its checks, analyses, conclusions, opinions or decisions.

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The Client acknowledges that the Authorised Third Party remains solely responsible for the due diligence, verifications and assessments falling within its professional engagement, and that the information, results or Deliverables accessible on the Platform do not replace the checks it is required to carry out in the course of that engagement.

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The Client shall ensure that the Authorised Third Party does not present ORIZAIR, the Platform, the results or the Deliverables as constituting or implying an approval, validation, verification, certification or assurance opinion of its own work or conclusions.

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The Client shall also ensure that the Authorised Third Party does not use the Platform, the information to which it has access, the results or the Deliverables on behalf of another entity without holding separate access validly granted for that purpose.

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Access by the Authorised Third Party is subject to the rules of use set out in these Terms, compliance with which the Client shall ensure, without individual acceptance being required from the Authorised Third Party.

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7. Intellectual property

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ORIZAIR retains all intellectual property rights in the Platform and in all technical, graphic, textual or other elements of which it is composed or which relate to it, including tools, features, methods, models, algorithms, processing rules, formats, documentation, document templates, Deliverable structures, the architecture of evidence files and audit trails, graphic charter, images, videos, sounds, creations, databases, trademarks, logos and distinctive signs, as well as any developments thereof.

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No intellectual property right is transferred to the Administrator, the Users or the Authorised Third Party.

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The Administrator, the Users and the Authorised Third Party benefit solely, for the duration of their access authorisation, from a personal, non-exclusive and non-transferable right to access and use the Platform for the Client’s purposes only, under the conditions set out in these Terms and the Applicable Contract Documents or, where applicable, in the contractual terms applicable to the trial access.

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Accordingly, save with ORIZAIR’s express authorisation or where a mandatory provision of law provides otherwise, the Client shall ensure that the Administrator, its Users and the Authorised Third Parties refrain in particular from:

• reproducing, representing, distributing, copying, adapting, modifying, integrating into a third-party website or service, extracting or exploiting, in any manner whatsoever, all or part of the content, elements, tools or features of the Platform;
• using any automated device, including web crawlers (spiders), indexing robots, data collection or extraction tools, scripts or any other process to retrieve, extract, index, copy or exploit all or part of the content of the Platform;
• using all or part of the content, elements, tools, features, methods or results of the Platform to create, feed, develop or improve a competing or similar service, software, tool or platform.

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Any unauthorised use of these elements may give rise to liability on the part of the Client and of the person responsible, and to any appropriate measure to bring the infringement to an end and remedy its consequences.

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8. Security and availability of the Platform

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ORIZAIR implements reasonable security measures designed to protect the Platform and the data hosted on it.

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Subject to the contractual commitments made by ORIZAIR to the Client, ORIZAIR is bound only by an obligation of means (best-efforts obligation) with respect to the continuity of access to the Platform and does not guarantee its permanent availability, its performance or the absence of errors, anomalies or interruptions.

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The Client shall ensure that the Administrator and the Users comply with the security and authentication requirements indicated on the Platform and keep their login credentials confidential.

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ORIZAIR may temporarily interrupt access to the Platform, in particular for maintenance, updates or corrections, or in the event of an emergency or security risk.

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The Client shall ensure that any security incident identified by the Administrator or a User is reported to ORIZAIR without delay at security@orizair.com.

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9. Liability

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The Administrator and the Users access and use the Platform solely on behalf of the Client.

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Any claim relating to the services offered to the Client, the results, the Deliverables or the consequences of their use, where it relates to damage suffered by the Client, falls exclusively under the Applicable Contract Documents concluded between ORIZAIR and the Client.

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These Terms confer on the Administrator or any User no right of their own to compensation for damage suffered by the Client.

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The Client shall indemnify ORIZAIR, under the conditions set out in the Applicable Contract Documents, against any claim, action, demand or recourse brought against ORIZAIR by the Administrator, a User or an Authorised Third Party.

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Where the Administrator or a User acts on behalf of an Operator in the context of a trial access, the Operator shall indemnify ORIZAIR, under the conditions set out in the contractual terms applicable to that trial access, against any claim, action, demand or recourse brought against ORIZAIR by the Administrator or a User.

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10. Suspension and termination of access

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ORIZAIR may suspend the access of a User or of the Administrator at any time, to the extent reasonably necessary to protect the Platform, the data or other users, in the event of a security risk, improper use of the Platform or non-compliance with the rules of use set out in these Terms, or where it has serious grounds to consider that the use concerned is likely to compromise the security or integrity of the Platform.

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The access of a User or of the Administrator ends, as the case may be:

• upon expiry or termination of the Client’s access rights under the Applicable Contract Documents;
• upon expiry or termination of the trial access granted to the Operator;
• when the Client or the Operator informs ORIZAIR that the person concerned is no longer authorised to access the Platform;
• or when access is removed in accordance with the Applicable Contract Documents or, where applicable, the contractual terms applicable to the trial access.

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11. Amendments to these Terms

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ORIZAIR may amend these Terms, in particular to take account of changes to the Platform, its features, applicable regulations or its security requirements.

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The applicable version, its number and its effective date are indicated on the Platform.

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Amendments that do not substantially affect the Client’s rights or obligations or the rules of use may be incorporated into a new version of these Terms without new express acceptance.

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Any amendment substantially affecting the Client’s rights or obligations or the rules of use shall be brought to the Administrator’s attention and requires express acceptance of the new version by the Administrator in the name and on behalf of the Client before any further use of the Platform.

Failing acceptance of the new version, access to the Client account, including the access of its Users, may be suspended until the Administrator accepts it.

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12. Hyperlinks

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12.1 Links from the Platform

The Platform may contain hyperlinks to third-party websites, services or resources.

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ORIZAIR has no control over such websites, services or resources and cannot be held liable for their availability, content or use, subject to applicable mandatory provisions of law.

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Where the Administrator or a User accesses a third-party website or service through the Platform, that third party’s terms of use and, where applicable, privacy policy apply to them.

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12.2 Links to the Platform

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The Client shall ensure that any hyperlink to the Platform created by it, its Administrator or its Users does not infringe ORIZAIR’s rights or legitimate interests and does not create any confusion as to the existence of a partnership, endorsement, approval or affiliation with ORIZAIR.

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ORIZAIR may at any time request the Client to remove any such link where it considers that the link infringes or is likely to infringe its rights or legitimate interests or to create such confusion.

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The Client shall ensure that such removal takes place as soon as possible following ORIZAIR’s request.

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13. Personal data

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The terms of the processing of personal data for which ORIZAIR acts as controller, including processing relating to Administrator and User accounts, are described in the Privacy Policy accessible on the Platform.

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ORIZAIR processes the personal data of the Administrator and the Users in compliance with the regulations applicable to it, in particular the Swiss Federal Act on Data Protection and, where the conditions for its application are met, Regulation (EU) 2016/679.

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Where personal data contained in data or documents imported into the Platform is processed by ORIZAIR on behalf of the Client or the Operator, such processing is governed by the applicable data processing agreement (DPA), annexed to the Framework Agreement or incorporated into the contractual terms applicable to the trial access.

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14. Governing law and jurisdiction

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These Terms are governed by Swiss law, excluding its conflict-of-laws rules.

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Any dispute between ORIZAIR and the Client relating to the validity, interpretation, performance or termination of these Terms shall be subject to the exclusive jurisdiction of the courts of the Canton of Geneva, without prejudice to ORIZAIR’s right to seek any interim or protective measure before any competent court or authority, including outside the Canton of Geneva, and subject to any mandatory place of jurisdiction provided by law.

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