Happerley Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
Happerley Transparency Terms & Conditions(s) of an Applicant will undergo an Assessment for Certification.
(A) If the Applicant’s Product(s) is (or are) successfully Certified these Terms set out the terms upon which Happerley, as legal and beneficial owner of the Happerley Mark in the Territory, will grant a licence to use the Happerley Marks on or in connection with on its Licensed Product(s) on the terms and conditions of these Terms.
2.1 “Applicant” means a business entity that has applied to become a Happerley Licensee in accordance with clause 3.1 ;
2.2 “Assessment” means initial supply chain audit process (normally four weeks) during which Happerley assesses the Product(s) for Certification in accordance with clause 4 ;
2.3 “Brand Guidelines” means the brand guidelines notified to the Happerley Licensee by Happerley from time to time
2.4 “Certification” or “Certified” means that Happerley has certified that a Product is Happerley Transparent in accordance with clause 5 ;
2.5 “Certification Date” means, in respect of each Licensed Product, the date on which the Happerley Licensee is notified under clause 5.1 that that Licensed Product has been Certified;
2.6 “Certification Period” shall have the meaning given in clause 11.1;
2.7 “Happerley” means Happerley Limited, a Limited company (registration number 09101438), registered address of Willow Hill Farm, Apperley, GL19 4DJ, United Kingdom;
2.8 “Happerley Licensee” means a business entity that has achieved Certification for a Product or Products;
2.9 “Happerley Transparent” and “Happerley Transparency” means, in respect of a Product, that throughout the period of Certification (a) at least 80% of the ingredient supply chain for that Product can be published on the Happerley Network, and (b) that Product is able to meet the relevant Standards;
2.10 “Happerley Mark” means Happerley’s certification trade mark, which Happerley Licensees will be entitled to use on any Product which has been Certified;
2.11 "Happerley Network" refers to the web and app platforms on which Happerley Transparent networks are published and viewed;
2.12 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2.13 “Licensed Product" means a Product which has been Certified as Happerley Transparent;
2.14 “Monthly Fee” means the monthly fee based on the calculation which will be available and confirmed to the Applicant on submission of its application form on the Happerley website in accordance with clause 3.1 ;
2.15 “Onboarding Fee” means the fee based on the turnover-based calculation which will be available and confirmed to the Applicant on submission of its application form on the Happerley website in accordance with clause 3.1 ;
2.16 “Product” or “Products” means a named food or drink product or product range, or food and drink services which has been submitted for, or achieved, Certification;
2.17 “Renewal Forms” shall have the meaning given in clause 9.7(b) ;
2.18 “Territory” means the United Kingdom.
3 APPLICATION TO BECOME A HAPPERLEY LICENSEE
3.1 A prospective applicant can apply for Certification for any of its Products by completing the application form on the Happerley website (https://happerley.co.uk/join-us).
3.2 An application is only valid if submitted to Happerley. An Applicant cannot apply for Certification through any other entity.
3.3 Happerley will set up the Applicant’s initial user profile and send the Applicant a profile and activation instructions, as well as details of the Onboarding Fee.
3.4 The Applicant shall only be able to access the account once it has paid the Onboarding Fee.
3.5 The Onboarding Fee will not be refundable for any reason.
3.6 Upon submitting its application the Applicant must nominate a person to have functional responsibility for communication with Happerley and the management decisions regarding the Happerley Transparent certification (the “Point of Contact”). The Point of Contact should be maintained throughout the application process and the Certification Period. The Point of Contact must sign the initial application and agree to subsequent renewal cancellations.
3.7 The Applicant must ensure that all information it provides to Happerley on the application is honest, accurate and up to date, including without limitation information about the Applicant’s turnover in respect of the Product which is requested to be Certified, as this may affect the amount of the Onboarding Fee and the Monthly Fee.
4 ASSESSMENT FOR CENTIFICATION
4.1 Upon completion of the application and payment of the Onboarding Fee, Happerley will commence its Assessment of the Product(s) for Certification. The Applicant must:
(a) in compliance with clauses 13.4 and 13.5 , provide Happerley with full details of its suppliers (and what they supply) in relation to the relevant Product(s) by completing the Supplier Information Spreadsheet (Hap02), which Happerley will send to the Applicant;
(b) if and to the extent an Applicant’s suppliers will not supply Happerley with the information requested in Hap04, supply Happerley with copies of four weeks of documentation (for example invoices/delivery notes with the supplier’s details visible) which is sufficient to validate and verify what the Happerley Licensee is buying from the declared supplier;
(c) provide any documentation requested by Happerley to confirm the status of the supply chain;
(d) at all times comply with clause 13 , whilst providing relevant information to Happerley;
(e) ensure that all information it provides to Happerley is honest, accurate and up to date; and
(f) consult with Happerley within 7 days if it is unable or unwilling to comply with any of the provisions and conditions specified under these Terms.
(g) log into the user dashboard and enter descriptions and images ensuring the profile has adequate information.
4.2 Happerley shall be entitled to put in place ‘Special Conditions of Certification’ before granting the Certification.
5.1 On (and at any stage after) Assessment of the Product(s) in accordance with clause 4 , Happerley shall be entitled at its sole discretion to assess whether the Product(s) is/are Happerley Transparent and:
(a) if so, to notify the Applicant that the Product(s) has/have been Certified and the Applicant is now a Happerley Licensee in relation to the Licensed Product(s). Upon Certification the Licensed Product(s) will be issued a QR Code and the supply chain for the Product(s) will be issued on the Happerley Network; or
(b) if not, to notify the Applicant that it has refused Certification, including but not limited to, for the following reasons:
(i) if an Applicant fails to pay the Onboarding Fee or any Monthly Fee payable;
(ii) if an Applicant fails to comply with these Terms;
(iii) failure by the Applicant or its suppliers to provide information requested by Happerley within four (4) weeks of Happerley’s request;
(iv) if an Applicant fails to notify Happerley within seven (7) days of any changes which occur to an Applicant’s supplier list during the application process;
(v) if the Applicant has already had a Certification withdrawn in accordance with these Terms;
(vi) if in Happerley’s opinion, a third party may, intentionally or otherwise, influence the outcome of Certification in an inappropriate manner; and
(vii) if Happerley feel threatened or have been subjected to abusive behaviour at any time during the application for Certification.
5.2 If the Certification is refused in accordance with clause 5.1(b) :
(a) the Onboarding Fee shall not be refundable;
(b) the Applicant shall not be entitled to any licence in relation to the Happerley Mark; and
(c) Happerley may (at its option):
(i) remove the Applicant's user profile from the Happerley Network; or
(ii) retain the Applicant’s user profile on the Happerley Network (on the user profile it shall clearly state that the Applicant is uncertified) for up to 12 months from the date on which the Onboarding Fee is paid.
6 HAPPERLEY LICENCE
6.1 In consideration for the Happerley Licensee’s compliance with the Standards and these Terms and upon Certification of a Licensed Product in accordance with clause 5.1 , Happerley grant the Happerley Licensee, for the Certification Period, a non-exclusive, non-sublicensable, non-assignable licence to use the Happerley Mark in the Territory in respect of:
(a) the Licensed Product(s); and
(b) for the Certification Period relevant to those Licensed Product(s).
6.2 If the Happerley Licensee would like to have any additional Product(s) licensed it must notify Happerley and undergo a further Assessment in relation to the additional Product(s).
7 HAPPERLEY LICENSEE'S OBLIGATIONS
7.1 The Happerley Licensee shall allow Happerley to carry out and record a supply chain audit (Hap05) within the first three months of the Certification Date. Happerley shall provide at least 48 hours’ notice before conducting such an audit.
7.2 The Happerley Licensee undertakes that, at all times:
(a) it will only use the Happerley Mark in accordance with the terms and conditions of these Terms;
(b) do nothing which may be taken to indicate that it has any right, title or interest in or to the Happerley Mark (other than the licence granted herein). The Happerley Mark is Happerley’s property; any goodwill derived from the Happerley Licensee’s use of the Happerley Mark will accrue to Happerley, and the Happerley Licensee now assigns to Happerley that goodwill (and will, promptly at Happerley’s request, execute a confirmatory assignment of that goodwill at any time);
(c) during the Certification Period not dispute or challenge the validity of Happerley’s rights to the Happerley Mark;
(d) it will follow all directions on the use of the logos which may from given time to time be given by Happerley;
(e) only use the Happerley Mark in accordance with the Brand Guidelines;
(f) only use the Happerley Mark in respect of the Licensed Product(s); and
(g) only use the Happerley Mark in the Territory or, at its own risk, worldwide in accordance with the terms of these Terms.
7.3 The Happerley Licensee shall not hold anywhere in the world any applications or registrations for trademarks that contain the Happerley Mark or any confusingly similar word or words (and shall not authorize or assist any third party to do so).
7.4 The Happerley Licensee shall not use any trade mark or image or corporate or trading name which is confusingly similar to the Happerley Mark.
7.5 The Happerley Licensee will not use the Happerley Mark in any manner that in Happerley’s reasonable opinion (i) is misleading; or (ii) could bring Happerley into disrepute.
7.6 Once issued, membership numbers, QR codes and, where applicable, stickers are not transferable to other holdings or businesses and remain the property of Happerley.
7.7 The right to use the Happerley Mark is limited to using the entire designation and the right to use the Happerley logo is limited to using the Happerley logo in an identical form or forms to that or those used by Happerley.
8.1 The Happerley Licensee shall pay Happerley:
(a) an Onboarding Fee and the first Monthly Fee at the point of application (the “First Payment”); and
(b) thereafter the Monthly Fee by the same date in each calendar month as the First Payment (so that if the First Payment is made on 15th June, subsequent Monthly Fees should be paid on the 15th of each successive calendar month).
8.2 If any individual owner of the Applicant or the Happerley Licensee (or if any other business under common management control as the Applicant of the Happerley Licensee) is unable to pay his debts as they fall due, is declared bankrupt or has a receiver appointed over any of his assets, or if the Applicant or the Happerley Licensee is unable to pay its debts as they fall due or becomes insolvent, goes into administration, appoints an administrative receiver or enters a compromise with its creditors or if any resolution is passed or action is taken relating to any of the above matters, the Happerley Licensee must inform Happerley immediately giving details of any person appointed or proposed to be appointed as administrator, administrative receiver, trustee in bankruptcy or liquidator (as the case may be).
9 ONGOING COMMITMENTS
9.1 The Happerley Licensee shall at all times comply with clause 13 , when providing relevant information to Happerley under this clause 9 .
9.2 Happerley shall be entitled to carry out a recorded site audit at any time to review compliance with these Terms:
(a) if it considers in its sole discretion that the Happerley Licensee may not be complying with these Terms or has otherwise provided incorrect information to Happerley regarding the purchase or provision of goods supplied (Suspicious Behaviour). If there is Suspicious Behaviour, Happerley shall be entitled to carry out the audit without providing prior notice;
(b) for any reason on 48 hours' notice.
9.3 The Happerley Licensee must provide, on request by Happerley, any information relevant to conformance with the Standards or these Terms.
9.4 Each Happerley Licensee must, within 7 days of the intended change, keep Happerley informed of any material changes to its operation that might affect its Certification. Examples of material changes include but are not limited to:
(a) change in supplier’s mentioned in the original application;
(b) any new suppliers which were not mentioned in the original application; and
(c) a change in ownership or management control of the Happerley Licensee.
Happerley reserves the right to charge a reasonable fee for assessing and verifying such changes.
9.5 The Assessment and Certification process will be updated periodically. The Happerley Licensee will be given notice of the changes and when they come into effect. The Happerley Licensee must ensure full compliance with any changes to retain ‘Happerley Transparent’ status.
9.6 The parties acknowledge that:
(a) the Happerley Licensee’s suppliers may change from time to time; and
(b) the Licensed Product(s) being Happerley Transparent depends on all of (or such lesser part as Happerley may, in its discretion, permit) the supply chain for such Licensed Product(s) being published on the Happerley Network.
9.7 Therefore, the Happerley Licensee must notify Happerley of all changes to the supply chain in respect of Licensed Product(s), including by:
(a) keeping their Happerley Network profile up to date and ensure that the information on their profile is accurate;
(b) responding to Happerley’s periodic supply chain and turnover confirmation forms (“Renewal Forms”); and
(c) promptly responding to requests from Happerley for additional information.
Clauses 13.4 and 13.5 will apply to all information provided by the Happerley Licensee under this clause 9.7 .
9.8 Happerley may review all information provided by the Happerley Licensee under clause 9.7 and:
(a) as a result of changes (or a failure by the Happerley Licensee to update such changes), the Certification may be suspended or withdrawn in accordance with clause 10 and/or 11 below;
(b) reserves the right to charge the Happerley Licensee for any changes of supplier in excess of 10% for each Licensed Product;
(c) Happerley shall be entitled to edit the Happerley Network profile if it is necessary to do so for the reputation of Happerley or the Happerley Mark.
9.9 The Happerley Licensee grants Happerley a non-exclusive, royalty-free, worldwide licence for the Certification Period to use its name, logo and brand in Happerley marketing and advertising and on the Happerley website to refer to the Happerley Licensee being Happerley Transparent.
9.10 The Happerley Licensee agrees with Happerley to be bound by these Terms at all times.
9.11 The Happerley Licensee is responsible for any costs it incurs in meeting the Standards or rectifying its non-conformances.
9.12 These Terms are additional to any statutory requirements. Nothing in these Terms shall be deemed to provide exemption from current legislation and the Happerley Licensee must comply with all legislation relevant to the scope of Certification at all times.
10 SUSPENSION OF THE CERTIFICATION
10.1 Happerley shall be entitled at any time to suspend the Happerley Licensee’s Certification if:
(a) the Happerley Licensee fails to comply with its obligations set out in clause 7 or 8 ;
(b) the Happerley Licensee makes any false or misleading statement on the application or Renewal Forms, during assessments, or in any other communication;
(c) the Happerley Licensee has failed to pay the Monthly Fee by the due date;
(d) material non-conformances are identified against the Standards; or
(e) on receipt of reliable evidence from a third party, demonstrating non-compliance.
10.2 On suspension in accordance with clause 10.1:
(a) the Happerley Licensee will work with Happerley to prepare a rectification plan to rectify the issues within an agreed timescale.
(b) the Happerley Network profile for the Happerley Licensee will be temporarily withdrawn from the Happerley Network; and
(c) the QR Code will be altered to state that the Certification has been suspended.
11 TERM AND TERMINATION
11.1 The licence of the Happerley Mark shall start on the Certification Date. Unless terminated earlier in accordance with this clause 11 , it shall continue for twelve (12) months and, unless terminated in accordance with clause 11.2 , will be automatically renewed on each anniversary of the Certification Date (the "Certification Period”).
11.2 Either party may give notice to the other party no less than 1 month before automatic renewal of the term in accordance with clause 11.1 , to terminate the Happerley Licensee’s membership. Happerley will notify the Happerley Licensee at least 2 months before the Happerley Licensee subscription is due for renewal giving the Happerley Licensee the opportunity to cancel the renewal
11.3 Happerley may terminate the Certification in accordance with these Terms by giving the Happerley Licensee one month’s written notice.
11.4 Happerley may, in its absolute discretion, terminate membership and/or withdraw Certification in respect of one of more immediately:
(a) if Happerley has suspended the Happerley Licensee’s Certification in accordance with clause 10 and the Happerley Licensee fails to follow the rectification plan to resolve the issue;
(b) if the Happerley Licensee has failed to pay the Monthly Fee by the due date;
(c) if the Happerley Licensee has failed to observe the directions of Happerley in respect of use of the Happerley Mark;
(d) if it considers that it is necessary to do so to prevent the Happerley Mark or Happerley from being brought into disrepute; or
(e) if actions of the member have in Happerley’s reasonable opinion brought the Happerley Mark or Happerley into disrepute; or
(f) if employees or associates of Happerley feel threatened or have been subject to abusive behaviour by a Happerley Licensee and/or its employees or officers; or
(g) if the Happerley Licensee has committed a material breach of these Terms where such breach is not capable of being remedied or, in the event that such breach is capable of being remedied, a failure to remedy a material breach of these Terms within 30 days after receiving written notice to remedy it from Happerley; or
(h) if the Happerley Licensee fails to comply with clause 13.4 ;
(i) as a result of the voluntary or compulsory bankruptcy or liquidation of the Happerley Licensee or the appointment of a receiver, liquidator, administrative receiver, administrator or other such officer over any of the assets of the Happerley Licensee, or the entering into by the Happerley Licensee of any composition or arrangements with its creditors; or
(j) if there is a change of control of the Happerley Licensee (control being defined as in the Income and Corporation Taxes Act 1988), which in Happerley’s reasonable opinion will, or is likely to, have a detrimental effect on the integrity or reputation of Happerley; or
(k) as a result of gross negligence or fraud on the part of the Happerley Licensee.
11.5 Happerley reserves the right to withdraw Certification and licences at any time.
12 CONSEQUENCES OF TERMINATION
12.1 If the Certification expires or is terminated or withdrawn (in full or in respect of any particular Licensed Products) pursuant to the terms and conditions of these Terms, the Happerley Licensee shall:
(a) immediately cease use of the Happerley Mark on the affected Licensed Product(s) and anything related to the affected Licensed Product(s);
(b) immediately remove or obliterate the Happerley Mark from the affected Licensed Product(s) and anything related to the affected Licensed Product(s);
(c) if instructed by Happerley, immediately withdraw from the market the affected Licensed Product(s) and anything relating to the affected Licensed Product(s), which still bears the Happerley Mark;
(d) upon request provide Happerley with signed confirmation of compliance with this clause 12 .
12.2 If the Certification expires or is terminated or withdrawn (in full or in respect of any particular Licensed Products) pursuant to the terms and conditions of these Terms, the QR Code in relation to each relevant Licensed Product will be altered to reflect the status of the relevant Certification.
12.3 Upon termination, the Happerley Licensee shall:
(a) not make, or permit any person to make, reference to the revocation of the licence and/or the Certification of any Licenced Products in any public announcements, communication or press release (Announcement) without Happerley’s prior written consent (not to be unreasonably withheld); and/or
(b) make such reference to the revocation of this licence and/or the Certification of any Licensed Product(s) in any Announcement as Happerley may reasonably request.
13 USE OF DATA
13.1 A list of certified members and/or suspended members will be published by Happerley on the Happerley Network.
13.2 Any information provided by the Happerley Licensee will be put on the Happerley Network.
13.3 Each Applicant and each Happerley Licensee consents to the following uses of any data it provides to Happerley:
(a) Happerley may confirm, to any third parties who have a legitimate interest in knowing the Happerley Licensee’s Certification status (being full, suspended, withdrawn or a non-member);
(b) Happerley may release information from its database about the Happerley Licensee’s Certification to a person/business/body with a legitimate interest in knowing that information, if provision of the data is reasonably considered by Happerley to be in the Happerley Licensee’s best interests.
(c) Happerley may produce and publish statistical reports drawing upon data in such a way that individual performance data cannot be traced back to the Happerley Licensee;
(d) Happerley may contact the Happerley Licensee’s suppliers.
13.4 The Applicant and Happerley Licensee warrants and represents that it has obtained consent from each of its suppliers to:
(a) Happerley contacting them for information regarding the Assessment for Certification; and
(b) Happerley publishing their details on the Happerley Network.
13.5 The Happerley Licensee hereby indemnifies and holds harmless Happerley from any losses, liabilities, costs, expenses, proceedings and damages (including, but not limited to, legal and other professional expenses on a full indemnity basis), arising from or in connection with the Happerley Licensee’s failure to comply with clause 13.4 .
13.6 Membership data may be retained on the databases and will be treated as specified above for a reasonable time after the Happerley Licensee ceased to be a member.
14.1 Happerley has made such searches and enquiries as have been considered appropriate (including a full search of the UK Trade Marks Register (extending to the OHIM Community Trade Marks (CTM) Register, and International Registers – designating UK and CTM)) and to the best of Happerley’s knowledge, information and belief, no likely conflicts to the use or registration of the Happerley Mark in the Territories have been located. Happerley has made no such searches or enquiries regarding use of the Happerley Mark outside of the Territories. Happerley hereby excludes all conditions, warranties or representations (implied or otherwise) regarding use of the Happerley Mark outside of the Territories. Any use by the Happerley Licensee of the Happerley Mark outside of the Territories is subject to the terms of these Terms and at the Happerley Licensee’s own risk.
14.2 Nothing excludes or limits the parties' liability in respect of:
(a) death or personal injury caused by its negligence (including negligence of its employees, agents or contractors); and
(b) fraud or fraudulent misrepresentation.
14.3 Subject to clause 14.2 neither Happerley nor any of its respective employees, agents or subcontractors, shall under any circumstances be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(a) any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the Happerley Licensee’s use of the Happerley Mark outside of the Territories; and
(b) any loss of profit, loss caused by business interruption, or any indirect or consequential loss arising under or in connection with the Happerley Transparent Certification, its administration and/or the Happerley Licensee's membership of (or application for membership of) or the suspension or termination of the Happerley Licensee’s membership of the Happerley Transparent Certification.
14.4 Happerley shall not be liable to the Happerley Licensee for loss or damage arising from or in connection with, any representations, agreements or statements made in respect of Happerley or the licence of the Happerley Mark unless they are expressly incorporated or referred to in these Terms.
14.5 Subject to clause 14.2 , the total and aggregate liability of Happerley shall in no circumstances exceed the total fees paid or payable by the Happerley Licensee to Happerley under these Terms in the 12 months prior to the event giving rise to such losses, damages, charges, costs or expenses.
14.6 The Happerley Licensee shall be responsible for compliance with any and all relevant laws, regulations, industry standards and codes (including without limitation advertising standards) which may apply to the distribution, marketing and sale of Licensed Products, the packaging and retail information for which uses the Happerley Mark.
15 INFRINGEMENTS AND CONDUCT OF CLAIMS
15.1 The Happerley Licensee acknowledged that, as between it and Happerley, Happerley shall have the conduct of all proceedings relating to the Happerley Mark, and the Happerley Licensee will, at Happerley's reasonable request, co-operate with, and assist, Happerley (at Happerley's cost) in any action, claim or proceedings brought or threatened by or against any third party in respect of the Happerley Mark. If the Happerley Licensee becomes aware of any third party activity which amounts or may amount to an infringement of Happerley’s registered or unregistered rights in relation to the Happerley Mark the Happerley Licensee shall notify Happerley of such activity promptly in writing.
15.2 The Happerley Licensee shall indemnify Happerley against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by Happerley arising out of or in connection with (i) the use of the Happerley Mark by the Happerley Licensee in breach of these Terms or (ii) any claim for infringement of a third party’s Intellectual Property Rights arising from the Happerley Licensee’s use of the Happerley Mark outside of the Territories.
15.3 If any claim is made, or is likely to be made, against the Happerley Licensee alleging that the use of the Happerley Mark in accordance with the terms of this licence infringes the Intellectual Property Rights of a third party, Happerley may at its sole option and expense (and without limitation to any other of Happerley’s rights or remedies under this licence):
(a) procure for the Happerley Licensee the right to continue using the Happerley Mark in accordance with the terms of this licence; or
(b) modify the Intellectual Property Rights so that it ceases to be infringing; or
(c) terminate this licence immediately by notice in writing to the Happerley Licensee and refund any of the Monthly Fee paid by the Happerley Licensee as at the date of termination (after the cessation of any usage of the Happerley Mark by the Happerley Licensee) prorated in respect of the period post-cessation.
16.1 The Happerley Licensee undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Happerley, except as permitted by Clause 16.2.
16.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 16; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
16.4 The parties acknowledge that the purpose of being Happerley Transparent is the publication of the Happerley Licensee’s supply chain.
17.1 Happerley shall be entitled, at any time, to alter the Standards and Happerley shall be entitled at any time to alter its operating procedures where, in its absolute discretion, it considers it necessary to do so. Happerley shall provide reasonable notice of any such changes.
17.2 These Terms and the Standards represent the entire understanding between the Happerley Licensee and Happerley in relation to the Happerley Transparent Certification and the Happerley Licensee acknowledges that it has not relied upon any statement (written or oral) which is not contained in such documents in applying to be certified to the Standards.
17.3 The rights are personal to the Happerley Licensee as a certified member and may not be assigned, transferred or sub-licensed to any other person.
17.4 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.5 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
17.6 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms are deemed deleted under this Clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.7 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
17.8 At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to these Terms.
18 Any notice given to a party under or in connection with these Terms shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any such notice shall be deemed to be received:
(a) if delivered by hand, at the time of delivery; or
(b) if posted, at 9am on the second business day after posting.
19 These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
20 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
21 Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.
22 CONTENT MANAGEMENT
22.1 The Happerley Licensee may only use the Happerley Network for lawful purposes. The Happerley Licensee may not use the Happerley Network:
(a) in any way that breaches any applicable local, national or international law or regulation;
(b) in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm Happerley’s reputation in any way;
(d) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
(e) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
(f) not to reproduce, duplicate, copy or re-sell any part of the Happerley Network; or
(g) not to access without authority, interfere with, damage or disrupt any part of the Happerley Network, any software used in the provision of the Happerley Network, or any network or software owned or used by any third party.
22.2 Failure to comply may result in Happerley taking all or any of the following actions:
(a) immediate, temporary or permanent withdrawal of the Happerley Licensee’s right to use the Happerley Network;
(b) immediate, temporary or permanent removal of any posting or material uploaded by the Happerley Licensee to the Happerley Network;
(c) issue of a warning to the Happerley Licensee;
(d) legal proceedings against the Happerley Licensee for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
(e) further legal action against the Happerley Licensee; or
(f) disclosure of such information to law enforcement authorities as Happerley reasonably feel is necessary.