Your attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

1. Introduction

1.1      Mondra Global Limited (company number 12485878) (Mondra or we/us/our) is a company registered in England and Wales and our registered office is at 11th Floor, DMH Stallard, New Fetter Lane, 6 New Street Square, London, United Kingdom, EC4A 3BF. We operate the website mondra.com (the Platform).

1.2       These terms and conditions (Terms) apply to the supply of Services by Mondra to You. They apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1.3       Clause 17 explains the meanings of capitalised terms used in these Terms.

2.1      When You register on the Platform You will be prompted to submit Your details and details of the Sites in respect of which you would like to receive the Services. The submission of Your details and details of Sites represent an offer to receive the Services subject to these Terms.

2.2      If Mondra accepts your offer made under clause 2.1, and has received Your details through the Platform, we will send You an email (Email Confirmation) to confirm:

                  (a)      when Mondra is able to start providing the Services (the Services Start Date); and

                  (b)     the number of User Subscriptions you will receive.

2.3      If Mondra is unable to supply You with the Services for any reason, we will inform You of this by email and we will not process Your request (made under clause 2.1) any further.

2.4      The agreement between You and Mondra for the provision of the Services will be made up of the Email Confirmation and these Terms (Agreement).

3.1      The Agreement will be formed on the date of Mondra’s email described in clause 2.2.

3.2      Unless terminated earlier in accordance with clause 12 or this clause, the Agreement shall continue until terminated by one party giving to the other party no less than 30 days’ notice to terminate the Agreement.

4.1      Mondra shall supply the Services to You, using reasonable care and skill, from the Services Start Date.  

4.2      On formation of the Agreement pursuant to clause 2.2. Mondra grants to You a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Term solely for Your internal business operations.

4.3      The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Mondra’s instructions, or modification or alteration of the Services by any party other than Mondra or Mondra’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Mondra will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 4.1

in respect of the Services.

4.4      Mondra shall use commercially reasonable endeavours to make Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maximum maintenance window of 6.00 pm to 8.00 am UK time;

and

(b) unscheduled maintenance, provided that Mondra has used reasonable endeavours to give You at least 6 Normal Business Hours' notice in advance.

For the purposes of this clause 4.4, Normal Business Hours are 9 a.m. to 5 p.m. inclusive (UK time) on Business Days.

4.5      Mondra does not warrant that:

                  (a) Your use of the Services will be uninterrupted or error free;

                  (b) the Services and/or the information You obtain through the Services will meet Your requirements; or

                  (c) the Software or the Services will be free from vulnerabilities or Viruses.

4.6      Mondra is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.7      Mondra warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

4.8      Mondra shall perform regular back-ups of Your Product Data. In the event of any loss or damage to Your Product Data then save where the loss of Your Product Data constitutes a breach of clause 13, Your sole and exclusive remedy against Mondra shall be for Mondra to use reasonable commercial endeavours to restore the lost or damaged Your Product Data from the latest back-up of such Your Product Data maintained by Mondra. Mondra shall not be responsible for any loss, destruction, alteration or disclosure of Your Product Data caused by any third party (except those third parties sub-contracted by Mondra to perform services related to Your Product Data maintenance and back-up for which it shall remain fully liable).

4.9      Mondra reserves the right to amend the Agreement and/or the Services if necessary to comply with any applicable law or regulatory requirement, and Mondra shall notify You in any such event.

4.10      Mondra will use all reasonable endeavours to meet any performance dates specified in the Email Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give You the right to terminate the Agreement. You agree that Mondra shall not be liable for any delays or failures which are caused wholly or partly by You or any Supplier and/or other related party, including any delay or failure in the supply of data, information or services.

5.1      You undertake that each Authorised User shall keep a secure password for their use of the Platform, and that each Authorised User shall keep their password confidential.

6.1      You shall not access, store, distribute or transmit any Viruses, or any material during the course of Your use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property, and Mondra reserves the right, without liability or prejudice to its other rights, to disable Your access to any material that breaches the provisions of this clause.

6.2      You shall not:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means;

or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access all or any part of the Software in order to build a product or service which competes with the Services;

(c) use the Services to provide services to third parties;

or

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;

or

(e) attempt to obtain, or assist third parties in obtaining, access to the Software or the Platform; or

(f) introduce or permit the introduction of, any Virus or vulnerability into Mondra’s network and information systems.

6.3      You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and the Platform and promptly notify Mondra of any such unauthorised access or use.

7.1      You shall:

(a) provide Mondra with all necessary access to information and co-operation as may reasonably be required by Mondra in order to provide the Services;

(b) use best efforts to ensure that all information You directly provide to Mondra is complete and accurate, and use reasonable endeavours to keep that information up to date;

(c) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(d) comply with all applicable laws in relation to the Agreement;

and

(e) be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.

7.2      If Mondra’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by You, Your employees, agents or Authorised Users, or failure by You to perform any relevant obligation (Default):

(a) without limiting or affecting any other right or remedy available to it, Mondra shall have the right to suspend performance of the Services until You remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations in each case to the extent the Default prevents or delays Mondra’s performance of any of its obligations;

and

(b) Mondra shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Mondra’s failure or delay to perform any of its obligations as set out in this clause 7.2.

7.3      You shall not oppose or seek to prevent any of Your Suppliers from procuring any services from Mondra.

8.1      Mondra does not currently charge a fee for providing the Services. However, Mondra reserves the right to introduce a fee or charge for the Services in the future, and/or to require payment of fees or charges in return for the supply of enhanced or additional features. In such circumstances. Mondra shall adopt the procedure set out in clause 8.2.

8.2      If Mondra intends to introduce a fee or charge for the Services in the future, and/or to require payment of fees or charges in return for the supply of enhanced or additional features (in either case, a Change), it will send to You a notice, including as a minimum:

(a) a description of the Change;

(b) details of the effect of the proposed Change on the Services and/or any applicable charges

(c) any changes to other terms of the Agreement;

(d) the timeframe within which You must either accept or reject the Change; and

(e) provision for signature by You and Mondra.

8.3      If, following Your receipt of a notice pursuant to clause 8.2:

(a) You agree the terms of that notice, You and Mondra will sign it and that signed notice will amend the Agreement;

(b) You reject the terms of that notice or You do not provide a response to Mondra within the required timeframe, Mondra may, without prejudice to any other right or remedy it may have, terminate the Agreement on giving You one month’s written notice.

9.1      Mondra acknowledges that Your Product Data constitute Your (or your licensors’) confidential information, and (subject to clause 9.2) Mondra shall only use Your Product Data for the purpose of providing the Services or as permitted by clause 9.6 or by clause 13.

9.2      You grant Mondra a fully paid-up, non-exclusive, royalty-free, non-transferable licence to: (a) process Your Product Data as necessary to calculate, produce or otherwise determine (i) Environmental Impact Metrics for the Own Brand Products, (ii) Refined Impact Metrics for the Private Label Products; and (iii) Anonymised Data; and (b) copy and modify any materials provided by You to Mondra for the term of the Agreement for the purpose of providing the Services to You.

9.3      You acknowledge that Mondra and/or its licensors own all Intellectual Property Rights in:

(a) the Software and the Platform; and

(b) the Environmental Impact Metrics and Refined Impact Metrics.

Except as expressly stated herein, the Agreement does not grant You any Intellectual Property Rights to, under or in respect of the Software, the Platform or the Environmental Impact Metrics or the Refined Impact Metrics.

9.4      You acknowledge that the relevant Downstream Brand Owner owns the Intellectual Property in the Downstream Brand Owner Data. Except as expressly stated herein, this Agreement does not grant You any Intellectual Property Rights to, under or in respect of the Downstream Brand Owner Data.

9.5      Mondra confirms that it has all the rights in relation to the Software and the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

9.6      You acknowledge and agree that Mondra may extract, manipulate, combine or aggregate data derived from Your Product Data to produce Anonymised Data and/or indicative Environmental Impact Metrics for a type of consumer product PROVIDED THAT such data does not directly or indirectly identify You (or Your customers or Your Suppliers). By way of example, Mondra may extract certain of Your Product Data and combine it with other of its clients’ data in order to produce indicative Environmental Impact Metrics for a generic product.

9.7      All Intellectual Property Rights in or arising out of or in connection with the Services, including the Anonymised Data, Environmental Impact Metrics, Refined Impact Metrics and indicative Environmental Impact Metrics for generic products produced using the Your Product Data pursuant to clause 9.6 (but excluding any Intellectual Property Rights in any materials provided by You and Your Product Data), shall vest in and be owned by Mondra. Mondra shall be free to copy, use, modify, distribute, license, or otherwise exploit such data without any restriction, including within the Platform. For the avoidance of doubt, this clause 9.7 only applies to data to the extent that it does not directly or indirectly identify You, Your customers or Your Suppliers.

9.8      Mondra grants You, or shall procure the direct grant to You of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use for Your own internal business purposes, without the right to grant sub-licences, the Environmental Impact Metrics for the Own-Brand Products and the Refined Impact Metrics for the Private Label Products and any other digital reports or analysis provided through the Platform as part of the Services, provided that, following termination or expiry of the Agreement, such licence shall be limited to such Environmental Impact Metrics, Refined Impact Metrics or other digital reports and analysis which have been printed or downloaded from the Platform prior to termination or expiry of the Agreement.

9.9      Nothing in clause 9.8 shall imply that You have a right to access the Platform, or require Mondra to provide copies of information held on the Platform to You, following termination of the Agreement.

9.10    You acknowledge that the Environmental Impact Metrics and Refined Impact Metrics are indicative only. Mondra does not warrant or represent that the Environmental Impact Metrics or Refined Impact Metrics are accurate or complete, and You acknowledge that any reliance that You choose to place upon the Environmental Impact Metrics and Refined Impact Metrics is done at Your own risk. You agree that You will not use or display Mondra’s name in connection with the Environmental Impact Metrics or Refined Impact Metrics on any packaging or other marketing material for or relating to the Products, except to the extent agreed in writing with Mondra.

10.1      Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

10.2      The parties acknowledge that for the purposes of the Data Protection Legislation, both parties are acting as controllers in relation to personal data exchanged between the parties under the Agreement.

10.3      Without prejudice to the generality of clause 10.1, both parties will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data they are required to transfer to the other party for the duration and purposes of the Agreement.

11. Limitation of Liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

11.1      Except as expressly and specifically provided in the Agreement: