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prisma by RSPO Terms and Conditions of Use
Last modified: 16 January 2025
These prisma by RSPO Terms and Conditions of Use (“Terms and Conditions”) govern your access to and
use of the Palm Resource Information and Sustainability Management system (the “Platform”), operated
by the Roundtable on Sustainable Palm Oil (“RSPO”, “we”, “us”, or “our”).
In these Terms and Conditions:
• “You” or “User” refers to both individuals and corporate entities accessing or using the Platform,
including Program Participants and Certification Bodies, and their Nominated Representatives.
• “Party” or “Parties” refers individually to you or RSPO and collectively to both.
1. YOUR AGREEMENT WITH US
Acceptance of these Terms and Conditions
1.1 By checking the checkbox during account registration, or by accessing, using, or interacting with the
Platform, you confirm that:
(a) you have read and understood, and agree to be bound by these Terms and Conditions; and
(b) if you act on behalf of a corporate entity (such as a Program Participant or Certification Body), you
represent and warrant that you are authorised to legally bind that entity, and your agreement
constitutes acceptance of and agreement to these Terms and Conditions on the entity’s behalf.
1.2 If you do not agree to these Terms and Conditions, you are not authorised to access or otherwise use
the Platform and must refrain from and/or cease creating an account or accessing, using, or otherwise
interacting with the Platform.
1.3 You are fully responsible for your use of the Platform and for ensuring compliance with these Terms
and Conditions. If you are a Program Participant or a Certification Body, you:
(a) remain fully responsible and liable for the acts and omissions of your Nominated Representatives as if
they were your own;
(b) acknowledge and agree that your Nominated Representatives are authorised to represent you in all
matters relating to the Platform and that you will be legally bound by any actions taken by your
Nominated Representatives on the Platform; and
(c) will ensure that all Nominated Representatives understand and comply with these Terms and
Conditions.
Duration of these Terms and Conditions
1.4 These Terms and Conditions take effect (or re-take effect) at the earlier of: (i) your electronic
acceptance of the Terms and Conditions; and (ii) the moment you first access or use the Platform and its
features. These Terms and Conditions will continue in full force and effect as long as you maintain an
account on, or otherwise use or access, the Platform, unless earlier terminated in accordance with
Section 18.
Other Documents
1.5 These Terms and Conditions are to be read together with any other documentation issued by us,
which are applicable and relevant to you, such as the RSPO General Privacy Policy and prisma-Specific
Addendum, RSPO Statutes, RSPO Membership Rules, RSPO Standards, and RSPO Code of Conduct for
Members. Such documents are available on our website, the Platform, or any other place we deem fit.
2. THE PLATFORM’S MODULES
a. We are a global non-profit organisation uniting stakeholders across the palm oil industry to develop
and implement global standards for sustainable palm oil production. In connection with our goals, we
have developed the Platform, an integrated digital platform to facilitate RSPO certification, trade and
traceability. The Platform has the following main modules:
(a) Entity/User Management — You can access, oversee and manage your accounts and assets in the
Platform.
(b) Certification and Audit — You can view, manage, and apply for certification and licences, as well as
conduct other certification related activities.
(c) Trade and Traceability — You can record, track and manage your inventory of RSPO Products
throughout the supply chain, trade RSPO Credits, and generate reports on trade transactions involving
RSPO Products.
(d) Geospatial Technology and Risk Assessment — You can monitor potential palm oil sourcing locations,
trace the direct supply chain of RSPO Products, and assess and mitigate risks associated with particular
locations.
3. DEFINITIONS
3.1 The following terms shall bear the specified meaning given to them in this clause:
| "Business Day(s)" | means a day (other than a Saturday, Sunday and gazetted and/or federally recognised public holidays) on which banks in the jurisdictions in which Parties are based are open for normal banking business. |
| "Certification Body(ies)" | means a third-party certification body(ies) that is accredited by the accreditation body(ies) appointed by us to conduct certification related activities on Program Participants to evaluate their compliance with the applicable RSPO Standards as part of an RSPO Certification Program, and/or any other applicable requirements. |
| "Intellectual Property" | means any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including moral rights and rights of any kind in: (a) literary works, dramatic works, musical works, artistic works, cinematograph films, television broadcasts, sound broadcasts, published editions of works, databases and any other subject matter in which copyright (including moral rights, future copyright and rights in the nature of or analogous to copyright) may, or may upon creation of the subject matter, subsist anywhere in the world; (b) registered and unregistered trademarks and service marks, including the associated goodwill in the business concerned in the relevant goods and/or services; (c) inventions, discoveries and novel designs, whether or not registered or registrable as patents, innovation patents or designs, including developments or improvements of equipment, technology, processes, methods or techniques; (d) trade, business or company names; (e) trade secrets or know-how; (f) recognisable character likeness and/or recognisable components of such character likenesses; (g) internet domain names, in any form, media, or technology and includes anything, whether tangible or intangible, which incorporates, embodies or is based on any of the things referred to above, as well as any developments and improvements made thereon, inclusive of this definition. |
| "Match" | means a match established by the Platform between an offer to sell and an offer to buy RSPO Credits that correspond in terms of price and amount of RSPO Products during an RSPO Credits trade. |
| "Nominated Representative" | means a natural person who is nominated and authorised by a Program Participant or Certification Body to access the Platform, represent them on the Platform, and enter and upload information on to the Platform on their behalf. |
| "Program Participant" | means any member of RSPO and/or the participant of an RSPO Certification Program and includes its successors in title, persons deriving title thereunder, and assigns. |
| "RSPO Certification Program(s)" | means one or all, as the case may be, of the certification programs created and offered by RSPO to certify Program Participants' compliance with the applicable RSPO Standards. |
| "RSPO Credit(s)" | means the units representing the value of RSPO Products in credits, which can be tracked, sold, purchased, and transferred on the Platform. One RSPO Credit is equivalent to one metric tonne of an RSPO Product. |
| "RSPO Policy(ies)" | means the standard policies and related documentation issued by RSPO that apply generally to all participants in an RSPO Certification Program. |
| "RSPO Product(s)" | means products which have been certified under any RSPO Certification Program including: (a) Certified Sustainable Palm Oil ("CSPO"); (b) Certified Sustainable Palm Kernel Oil ("CSPKO"); (c) Certified Sustainable Palm Kernel Expeller ("CSPKE"); (d) Independent Smallholder Certified Sustainable Palm Oil ("IS-CSPO"); (e) Independent Smallholder Certified Sustainable Palm Kernel Oil ("IS-CSPKO"); and (f) Independent Smallholder Certified Sustainable Palm Kernel Expeller ("IS- CSPKE"), as the case may be. |
| "RSPO Standards" | means the standards developed by RSPO setting out the sustainability requirements that Program Participants must meet to obtain certification as part of an RSPO Certification Program including the RSPO Principles and Criteria, RSPO Independent Smallholder Standard, RSPO Supply Chain Certification Standard, and RSPO Rules on Market Communications and Claims. |
| "Sanctioned Party" | means any party or parties listed as a designated or restricted party in any Trade Restrictions including the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Commission, the Specially Designated Nationals and Blocked Persons List maintained by the US Office of Foreign Assets Control, and the Prohibited and Restricted End User List maintained by the Malaysian Ministry of Investment, Trade, and Industry. |
| "Taxes" | means all taxes and other governmental charges including any state or federal income taxes, stamp duties or documentary taxes, turnover, sales or use taxes, Value Added Taxes, withholding taxes, excise taxes, and customs fees. |
| "Third Party Services" | means websites, platforms, services, or products owned and operated by third parties such as social media providers. |
| "Trade Restrictions" | means applicable export control laws, trade or economic sanctions, embargoes, or any other similar laws, regulations, or orders including those of the United Nations, United States of America, Malaysia, and European Union. |
3.2 In these Terms and Conditions, the following rules of interpretation shall apply:
(a) Words importing any gender shall include any other gender.
(b) Words importing the singular shall include the plural and vice versa.
(c) Words applicable to natural persons include any body of persons, companies, corporation, firm,
partnership, corporate or incorporate and vice versa.
(d) Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms
of that word or phrase have corresponding meanings.
(e) Any term which has been defined in any of the clauses of these Terms and Conditions shall have the
same meaning when used elsewhere in these Terms and Conditions.
(f) No rule of construction applies to the disadvantage of a Party because that Party or its solicitor was
responsible for the preparation of these Terms and Conditions or any part of it.
(g) A reference to and mention of the word “including” or the phrase “e.g.” wherever used shall not
imply any limitation and shall mean “including, without limitation”.
(h) A reference to “day”, “week”, “month” or “year” is to a calendar day, calendar week, calendar month
or calendar year respectively in the Gregorian calendar unless expressly indicated otherwise.
(i) All headings and sub-headings in these Terms and Conditions are for convenience of reference only
and shall not affect the interpretation and construction thereof.
4. ACCESS TO THE PLATFORM
4.1 RSPO grants you a non-exclusive, non-transferable, limited, and revocable right to access and use the
Platform strictly in accordance with these Terms and Conditions. You may appoint Nominated Representatives to represent you and serve as your contact on the Platform.
For the avoidance of doubt, Nominated Representatives are granted access to the Platform solely by virtue of their authorisation to represent you.
4.2 By accessing and using the Platform, you represent and warrant that you:
(a) are authorised to access the Platform;
(b) will provide honest, accurate, current, and complete information;
(c) will keep your profile and all information found therein updated and accurate;
(d) will keep your Platform login details strictly confidential, and that you will not disclose them to any
third party; and
(e) will notify us if you discover or suspect that your account has been hacked, compromised, or
otherwise had its security breached.
4.3 To the extent permissible by applicable laws, we reserve the right to, without notice and in our sole
discretion at any time, without prejudice to our other rights and remedies, and without liability to you,
refuse any natural or legal person from using the Platform, suspend or terminate any account on the
Platform, and to block or prevent any natural or legal person from creating an account in the future
without having to give any reason whatsoever. Any obligation or liability incurred by you prior to our
suspension or termination of your account pursuant to this clause will survive such suspension or
termination.
4.4 You are responsible for revoking your Nominated Representatives’ access to the Platform should they
cease to be authorised to access the Platform on your behalf, and you shall immediately notify us of this
fact. For the avoidance of doubt, nothing in this clause shall affect our rights to suspend or terminate any
account on the Platform, as stated in clause 4.3 above.
4.5 You are solely responsible for acquiring any equipment and/or services (including any software,
operating system, and Internet access services) required to access and use the Platform. We do not
guarantee that the Platform will be accessible on any particular equipment or device, or that it will be
compatible with any particular software (including operating systems).
5. DATA OR INFORMATION PUBLISHED ON THE PLATFORM
5.1 You acknowledge and agree that the Platform is intended to be used to track and certify adherence
to an RSPO Certification Program, report and trace transactions of RSPO Products, and upload and trace
information required for compliance with relevant legislation, regulations and environmental standards.
As such:
(a) You may publish data or information onto the Platform as required for these purposes. Such data or
information may include, without limitation, trading information relating to RSPO Products and RSPO
Credits, geolocation data, personal data, corporate information, financial information, photos,
suggestions, feedback, and questions.
(b) You may publish certain data or information about yourself onto the Platform including your name,
qualifications/experience, country of residence, and designation, for the purpose of maintaining your
profile.
(c) Certification Bodies and their Nominated Representatives may access certain categories of data or
information published onto the Platform for the purpose of assessing compliance with the applicable
RSPO Standards as part of an RSPO Certification Program, such as trading information relating to RSPO
Products, RSPO Credits, and information relating to certification status.
5.2 You acknowledge and accept that certain categories of data or information you publish onto the
Platform will be visible and accessible by other Users and third parties, and may also be made available
to the general public by us. For instance, we may publish certain data or information displayed or
contained in the Platform onto our website, such as your corporate profile, social responsibility policies,
commitments to sustainability, as well as information disclosed in audit reports. By publishing any data
or information onto the Platform, you grant us a non-exclusive, royalty-free, perpetual, irrevocable,
worldwide, and fully sub-licensable licence to use, access, copy, modify, display, perform, and create
derivative works of the Intellectual Property rights in any such data or information, including the right to
publish the same in any media, including on our website, in furtherance of our operation, maintenance,
development, improvement, distribution, promotion, and support of the Platform, and otherwise for our
lawful business purposes.
5.3 In relation to any data or information published by you onto the Platform, you represent and warrant
that:
(a) you own or otherwise control or hold the right to such data or information and that by publishing
such data or information, you have not infringed the rights, including the Intellectual Property rights, of
any third party;
(b) the data or information published is accurate and complete, and that reliance on the same by us or
any other User or third party will not result in any harm or injury to us or the other User or third party;
(c) the data or information published does not contain any content which is false, misleading, fraudulent,
indecent, obscene, threatening, abusive, alarming, distressing, tortious, defamatory, vulgar, menacing,
offensive, injurious to others, or otherwise unlawful;
(d) the data or information published does not consist of any content which may be seen as political
campaigning, commercial solicitation, and any form of spam;
(e) the data or information published does not contain any harmful computer codes, instructions, or
programs including viruses, malware, worms, software locks, ransomware, trojan horses, or trap doors;
and
(f) the publishing of the data or information does not violate these Terms and Conditions or any other
RSPO Policy or any applicable law (including applicable data protection laws) in any way.
5.4 In relation to any data or information published by you onto the Platform, you acknowledge and
agree that:
(a) you are responsible for any such data or information, that you and your Nominated Representatives
will be jointly and severally liable for any losses or damages that may arise from reliance on the same by
us or any other User or third party, and that we will not be liable whatsoever for the same;
(b) any data or information of a transactional character you enter onto the Platform can only be edited
or deleted by you or your Nominated Representative to the extent that the same has not yet been
accessed or accepted by the other party in the transaction;
(c) any data or information of a personal character you enter onto the Platform can only be edited or
deleted by you; and
(d) where the data or information entered onto the Platform does not fall within clauses 5.4(b) or 5.4(c),
you may request that we remove or change any such information (or any portion of it), but we are under
no obligation to do so and are not responsible for any such data or information.
5.5 We reserve the right to monitor, edit, and remove any data or information displayed or contained in
the Platform. For the avoidance of doubt, we are not obligated to monitor, edit, or remove any such data
or information.
6. TRADING AND REGISTERING TRADES VIA THE PLATFORM; INVOICING AND PAYMENT
6.1 You can use the Trade and Traceability module to: (a) buy and sell RSPO Products as RSPO Credits
under the Book and Claim model; and (b) register physical trades of RSPO Products. For the purposes of
this Section 6, Users buying RSPO Products (whether as RSPO Credits or physical products) will be
referred to as “Buyers” and those selling RSPO Products will be referred to as “Sellers”.
6.2 As part of the physical trade process, Users, including independent smallholders, outgrowers, mills,
traders, crushers, and refineries that take legal ownership of and/or physically handle RSPO Products
(hereinafter referred to as “Supply Chain Actors”), must register physical transactions of RSPO Products
in the Trade and Traceability module. This must be done in accordance with these Terms and Conditions
and the applicable requirements in the RSPO Supply Chain Certification Standard (available here).
6.3 As part of the Book and Claim model, Users can buy or sell RSPO Credits via the Trade and
Traceability module. This must be done in accordance with these Terms and Conditions and the
applicable requirements in the RSPO Supply Chain Certification Standard (available here).
6.4 Physical Trade Registration
(a) The following Supply Chain Actors shall register transactions of the following types of RSPO Products,
including all relevant shipping and transport details:
• Mills shall register transactions of CSPO and CSPK.
• Crushers shall register transactions of CSPKO and CSPKE.
• Traders and refineries must ensure the volume and traceability data of received RSPO Products
are registered and confirmed upon receipt.
(b) Supply Chain Actors involved in the physical trade of RSPO Products are responsible for registering
accurate transaction details onto the Platform within the stipulated timelines for each type of
transaction in the RSPO Supply Chain Certification Standard.
(c) Once a physical trade is registered on the Platform, the relevant Supply Chain Actor must track and
maintain accurate records of the volume and traceability of the RSPO Products traded. Any discrepancy
in volume must be registered and corrected on the Platform within the stipulated timeframe in the RSPO
Supply Chain Certification Standard.
6.5 RSPO Credits Trade
(a) The following Users can sell RSPO Credits on the Platform in accordance with the type of RSPO
Products they produce:
• Mills and outgrowers can sell RSPO Credits for CSPO.
• Crushers can sell RSPO Credits for CSPKO and CSPKE.
• Independent smallholders can sell RSPO Credits for IS-CSPO, IS-CSPKO, and IS-CSPKE.
(b) Any User, excluding Sellers, can buy or offer to buy RSPO Credits via the Platform.
(c) Matches cannot be cancelled by Buyers and/or Sellers without our explicit approval. If we approve
the cancellation of a Match, we may, at our sole discretion, impose a sanction on the Buyer prohibiting
them from purchasing or claiming new RSPO Credits for a period of up to six months.
(d) Once a Match has been confirmed on the Platform, it shall be legally binding between the Buyer and
Seller, and creates a contractual obligation for the Buyer to pay the matched price, including any
applicable Taxes and RSPO transaction fees, and for the Seller to deliver the matched amount of RSPO
Credits.
(e) The Seller hereby acknowledges and agrees that we have no obligation to the Seller to recover, nor
are we responsible for recovering, any sums due and payable by the Buyer in accordance with a Match.
The Seller further agrees that we will not be liable whatsoever for any failure by a Buyer to pay to the
Seller any amounts owed pursuant to a Match.
6.6 Invoice payment terms
(a) For physical trades registered on the Platform, the Platform will generate invoices on the last day of
the month, aggregating all trades done in the month into a single invoice. The invoice must be paid
within the following timeframes via the Platform:
• Payment Period: 30 days after the date the invoice is issued.
• Grace Period: 7 days after the end of the Payment Period.
• Final Reminder Period: 7 days after the end of the Grace Period.
(b) For trades of RSPO Credits, the Platform will generate invoices daily, aggregating all trades done in a
day into a single invoice. The invoice must be paid within the following timeframes via the Platform:
• Payment Period: 14 days after the date the invoice is issued.
• Grace Period: 7 days after the end of the Payment Period.
• Final Reminder Period: 7 days after the end of the Grace Period.
(c) For transactions subject to payment of an RSPO transaction fee (which are publicly available on
RSPO’s website here), the relevant invoice will reflect the payable transaction fee.
(d) If full payment of the invoice is not received at the end of the Final Reminder Period:
• The Buyer will be blocked from registering any future transactions until full payment of any
overdue invoices are made.
• The Buyer will be blocked from submitting any future bids to buy RSPO Credits until full payment
of any overdue invoices are made.
• The Platform support team will contact the Seller to determine if the Seller wishes to cancel the
Match. If so, the relevant RSPO Credits will be returned to the Seller.
• Additionally, we may, at our sole discretion, block the Buyer from making any future bids for
RSPO Credits for a period of up to six months.
(e) The Buyer is responsible for all payment or bank charges relating to or arising out of payment for the
invoices. The payment sum, as listed in the invoice, must be received by us in full. Any shortfall in the
amount paid will prevent the invoice from being marked as paid and the Buyer’s account will be subject
to the consequences stipulated in clause 6.6(d) above if full payment is not received after the Final
Reminder Period.
(f) The Buyer is responsible for all Taxes relating to or arising out of a Match as well as Taxes relating to or
arising out of the transaction fees payable by the Buyer to us. The Buyer agrees that all transaction fees
paid will be received by us in full without deduction of any Taxes. The Buyer is responsible for remitting
any applicable withholding taxes directly to the relevant tax authority. The Buyer agrees to indemnify
and keep indemnified RSPO and our directors, employees, agents, representatives, and affiliates against
any costs, charges, expenses, fines, or liabilities of any nature whatsoever incurred arising out of or in
connection with a failure to pay any applicable Taxes.
7. TRADE RESTRICTIONS
7.1 By using the Platform’s Trade and Traceability module, you represent and warrant that you and your
Nominated Representatives and agents comply with all applicable Trade Restrictions, including by
applying for and obtaining any licences or approvals required to use, sell, resell, export, re-export,
transfer, distribute, dispose of, disclose, or otherwise deal with RSPO Products, and that you will not take
any action which could cause us to breach any applicable Trade Restrictions or subject us to liability,
penalties, or any other consequences under applicable Trade Restrictions.
7.2 You further represent and warrant that you and your Nominated Representatives and agents are not
and will not be:
(a) a Sanctioned Party;
(b) a part of, nor be owned or controlled by, a Sanctioned Party; or
(c) incorporated, resident of, or otherwise located in a country or territory which is a Sanctioned Party or
subject to comprehensive Trade Restrictions.
8. UPDATES AND MODIFICATIONS TO THE PLATFORM
8.1 We may improve or change the Platform’s features at any time. You acknowledge that the Platform,
or certain features of the Platform, may change from time to time and that we may cease the provision
or support of prior versions and features of the Platform without prior notice. Any new or modified
features are also subject to these Terms and Conditions.
8.2 We may, at any time, at our sole discretion and without prior notice, suspend the availability of the
Platform for periodic maintenance, updates, or upgrades on the Platform or on any equipment or servers
required for its operation.
9. PROHIBITED USES OF THE PLATFORM
9.1 You are expressly prohibited from, and hereby represent, warrant, guarantee, and agree not to use
the Platform:
(a) for any unlawful purposes including in any manner which contravenes or violates Article 101 of the
Treaty on the Functioning of the European Union or any other applicable national or international
competition legislation;
(b) in any way which could damage, disable, impair, or otherwise modify the Platform;
(c) in any way which could interfere with others’ use and enjoyment of the Platform;
(d) in any way which could damage or bring harm to our reputation;
(e) for any purposes which are defamatory, deceptive, fraudulent, discriminatory, tortious, obscene,
pornographic, or otherwise objectionable;
(f) in any attempt to impersonate any person or entity or falsely state or otherwise misrepresent your
affiliation with a person or entity; and/or
(g) in any way which harms, harasses, threatens, or violates the rights of any third party, or promotes,
provokes, or incites violence.
10. CONFIDENTIAL INFORMATION
10.1 All data or information published on the Platform by Users are disclosed solely for the purpose of
the User’s participation in, or compliance with, an RSPO Certification Program(s) or their obligations as a
member of RSPO, and belong to the User disclosing such data or information (“Disclosing Party”). All
other Users who have accessed or come into possession of such data or information (each a “Receiving
Party”) shall treat it as strictly confidential and shall not disclose it to any third party without the express
consent of the Disclosing Party. The Receiving Party shall maintain its confidentiality using at least the
same standard of care as it uses to protect its own information of a similar nature, but no less than a
reasonable standard of care. These confidentiality obligations shall survive the termination or expiration
of these Terms and Conditions for any reason.
10.2 Notwithstanding clause 10.1, nothing in these Terms and Conditions shall be read as prohibiting us
from disclosing any information published on the Platform to third parties whenever we require or deem
necessary. For instance, we may, at our sole discretion, list you as a participant in an RSPO Certification
Program either on the Platform or in any other ways we deem appropriate and relevant, such as on our website.
However, we will not publish information relating to the suspension or termination of your access to the Platform.
11. PERSONAL DATA AND PRIVACY
11.1 Please also refer to our RSPO General Privacy Policy and prisma-Specific Addendum
accessible here for information on how we process personal data in connection with the Platform and
personal data collected from sources other than the Platform. By checking the checkbox during account
registration, or by accessing, using, or interacting with the Platform, you hereby confirm that you have
read the RSPO General Privacy Policy and prisma-Specific Addendum and, to the extent required under
applicable data privacy laws, consent to the processing of your personal data in accordance with these
documents.
12. INTELLECTUAL PROPERTY/PROPRIETARY RIGHTS
12.1 You hereby acknowledge and agree that:
(a) All rights, title, and interest (including all Intellectual Property rights) in and to the Platform and any
components thereof (including any source codes), as modified, upgraded, or updated from time to time,
are solely owned by us or other parties that have licensed the same to us.
(b) All materials and content displayed or contained in the Platform which were not published or owned
by a User including text, graphics, logos, button icons, videos, maps, images, audio clips, digital
downloads, and data compilations are protected as the copyrights, trademarks, and/or other Intellectual
Properties of RSPO or of other parties that have licensed such Intellectual Property to us.
12.2 For the avoidance of doubt, nothing in these Terms and Conditions shall be read as granting you any
right or licence to use any trademark, service mark, logo, or any other branding of RSPO in any manner.
Where we have expressly granted you a right or licence to use any trademark, service mark, logo, or any
other branding of RSPO, such use must strictly comply with the RSPO Rules on Market Communications
and Claims.
12.3 You also agree that you will not remove or alter any copyright, trademark, or any other proprietary
rights notice that may be contained in or displayed on the Platform.
13. AMENDMENTS TO THESE TERMS AND CONDITIONS
13.1 We reserve the right to make any amendments or additions to these Terms and Conditions at any
time by publishing the amended Terms and Conditions onto the Platform. Any such changes will become
effective once they have been published and any continued access, use, or interaction with the Platform
by you after any such changes have been published will constitute your acceptance of the amended
Terms and Conditions.
13.2 If we intend to make any changes to these Terms and Conditions which may have a material impact
on Users, we will notify of the upcoming change via the Platform or any other means of communication
we deem fit.
13.3 If you do not agree to any changes to these Terms and Conditions, you must refrain from and/or
cease accessing, using, or otherwise interacting with the Platform.
14. INDEMNITY
14.1 You agree to indemnify and hold harmless RSPO and our directors, employees, agents,
representatives, and affiliates against any costs, charges, expenses, fines, or liabilities of any nature
whatsoever incurred directly in connection with any actual or threatened action, suit, proceeding,
investigation, or sanction whether civil, administrative, regulatory, investigative, or otherwise and from
and against any and all amounts paid pursuant to a judgment of any court of competent jurisdiction, or
in settlement of such action, suit or proceeding whether actual or threatened (provided such settlement
is agreed to by us) arising out of or in connection with:
(a) any breach by you of any of the clauses of these Terms and Conditions;
(b) any breach or violation by you of any applicable laws or regulations;
(c) any representation or warranty you make being untrue or incorrect in any aspect; or
(d) any claim or cause alleged against us which results from any act or omission by you pursuant to your
use of the Platform.
15. DISCLAIMER AND LIMITATION OF LIABILITY
15.1 To the maximum extent permitted by law:
(a) We will not be liable to you for any indirect, incidental, special, consequential, exemplary or punitive
damages, or loss of profit, goodwill, revenue, business opportunities, or data, arising out of or in
connection with your use of the Platform or these Terms and Conditions under any cause of action, even
if we has been advised of the possibility of such losses or damages.
(b) The Platform is provided on an “as is” and “as available” basis and without any warranties, claims, or
representations made by us of any kind either expressed, implied, or statutory, including warranties of
quality, performance, non-infringement, merchantability, or fitness for a particular purpose, nor are
there any warranties created by course of dealing, course of performance or trade usage. Without
limiting the foregoing, we do not warrant that the Platform will be available, accessible, uninterrupted,
timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that the
Platform and/or the server that makes it available are free of any harmful computer codes, instructions,
or programs including viruses, malware, worms, software locks, ransomware, trojan horses, or trap
doors.
(c) You acknowledge and agree that any and all risk arising out of the use or performance of the Platform
remains with you.
(d) Our total liability for any matter under these Terms and Conditions or relating to your use of the
Platform will be limited to EUR1000.
15.2 Notwithstanding anything to the contrary, nothing under these Terms and Conditions shall be
construed as excluding or limiting liabilities of either Party for any liability that cannot be excluded or
limited under applicable laws.
16. ERRORS AND INACCURACIES
16.1 We make no warranties, claims, or representations regarding the accuracy or completeness of any
data or information displayed or contained in the Platform or its suitability for your interests or
purposes. You hereby acknowledge and agree that any and all risk arising out of reliance on any data or
information obtained from the Platform remains with the User that made available that data or
information, as the case may be.
17. THIRD PARTY INFORMATION AND LINKS
17.1 Some data or information displayed or contained in the Platform originates from third parties over
whom we have no control. We make no warranties, claims, or representations regarding the accuracy,
completeness or suitability of such data or information for your interests or purposes.
17.2 The Platform may contain links to, interact with, or be available/accessible on Third Party Services
and certain Third Party Services may also link to the Platform in ways that are beyond our control. If you
interact with or access such Third Party Services, please be aware that they will be governed by different
terms and conditions and privacy policies. We are not responsible for, and cannot control, the content,
functionality, suitability for purpose, or accuracy of the Third Party Services and assume no liability in
connection with the content of these Third Party Services. For the avoidance of doubt, the presence of
any active links on the Platform which lead to any Third Party Services does not imply that we have any
control over or approve the content of these Third Party Services.
17.3 If you wish to publish any links to the Platform on your website, platform, services, or products, you
must first obtain our express prior written consent, which may be withdrawn at any time for any reason.
We hereby reserve the right to request the immediate removal of any links to the Platform which are not
so authorised.
18. SUSPENSION AND TERMINATION OF ACCESS
18.1 We reserve the right to, without notice and in our sole discretion at any time, without prejudice to
our other rights and remedies, and without liability to you, suspend or terminate these Terms and
Conditions and/or your right to access and use the Platform or any component of it and to block or
prevent any future access to and use of the Platform and to delete your account on the Platform where
you:
(a) have breached any of the clauses in these Terms and Conditions;
(b) pass a resolution for your winding-up or a court of competent jurisdiction makes an order for your
winding-up or dissolution or you enter into any composition or arrangement with or for the benefit of
your creditors or a receiver or manager is appointed over any of your property or assets;
(c) have made a false claim or representation, published false, misleading or inaccurate information, or
provided us or any other User or third party with false, misleading, or inaccurate information, including
in respect of any matters relating to RSPO Certification Program(s);
(d) have engaged in conduct which, in our sole opinion, is incompatible with access to or use of the
Platform;
(e) may, in our sole opinion, bring us, the Platform, any RSPO Certification Program, or any other Users
into disrepute;
(f) cease to be a participant in any RSPO Certification Program;
(g) fail to comply with any provision of any RSPO Policy or any other RSPO rules such as RSPO
Membership Rules;
(h) fail to comply with our or our applicable partner’s regulations for trade and handling, including those
relating to the shipping or storing of sustainable products (e.g., ‘Chain of Custody’/ ‘Supply Chain
Certification Requirements’); or
(i) fail to pay any transaction fees to us.
19. FORCE MAJEURE
19.1 We shall not be liable to you for any failure or delay in performance of any of our obligation(s)
under these Terms and Conditions to the extent that such performance is prevented or hindered by any
event or circumstances beyond our reasonable control including acts of God, explosions, fires, floods,
earthquakes, epidemics or pandemics, government action, insurrection, acts of war or public disorder,
riot or demonstration, strike or lockout (excluding strikes by its own personnel), or any failure in any
equipment or telecommunications system required to access or operate the Platform.
20. GOVERNING LAW AND DISPUTE RESOLUTION
20.1 These Terms and Conditions and any matters relating thereto shall be governed by and construed in
all respects in accordance with the laws of Malaysia.
20.2 In the event of a dispute, controversy, or claim arising out of or relating to these Terms and
Conditions (“Dispute”), the Parties to the Dispute shall first endeavour to settle the matter informally
and amicably in the following manner:
(a) The Party that believes a Dispute exists shall give written notice of the Dispute to the other Party
describing the nature of the Dispute, the circumstances giving rise to the Dispute, the actions desired,
and the grounds upon which actions are sought.
(b) The Parties to the Dispute, who shall respectively be represented by personnel with authority to
resolve the Dispute, shall resolve the Dispute via the RSPO internal dispute resolution mechanism
applicable to the Dispute (if any), and if no such internal dispute resolution mechanism is applicable or
available, meet, discuss, and resolve the Dispute either in person or by teleconference, within 30
Business Days of receipt of the written notice described in clause 20.2(a) by the other Party.
(c) In the event the Dispute, or any part thereof, cannot be resolved in accordance with clause 20.2(b)
within 180 Business Days from the date of the written notice described in clause 20.2(a), either Party to
the Dispute may give written notice to the other of their intention to mediate the Dispute. Upon receipt
of the request to mediate, the Dispute will be subjected to mediation in accordance with the Asian
International Arbitration Centre Mediation Rules for the time being in force, which rules are deemed to
be incorporated by reference herein. The Parties to the Dispute agree that there will be a sole mediator,
appointed by agreement of the Parties to the Dispute within 30 Business Days of the request to mediate.
If the Parties to the Dispute cannot agree on the mediator, a mediator shall be selected by the Director
of the Asian International Arbitration Centre. The language to be used in the mediation shall be English.
The mediator’s fees and expenses and the costs incidental to the mediation shall be shared equally
between the Parties to the Dispute.
(d) In the event the Dispute, or any part thereof, cannot be resolved by mediation within 30 Business
Days from the date of the request to mediate in accordance with clause 20.2(c), the Parties to the
Dispute agree to resolve the Dispute, or any remaining matters, by arbitration in accordance with the
Asian International Arbitration Centre Arbitration Rules for the time being in force, which rules are
deemed to be incorporated by reference herein. The seat of arbitration shall be Kuala Lumpur, Malaysia.
The language to be used in the arbitral proceedings shall be English. The arbitral tribunal shall be
comprised of a sole arbitrator. Either Party to the Dispute may issue a notice of arbitration to the other
and upon receipt of the notice by the other Party, both Parties to the Dispute will discuss the
appointment of the arbitrator. If the Parties to the Dispute cannot agree on an arbitrator within 15
Business Days of the notice of arbitration, the Director of the Asian International Arbitration Centre shall
appoint the presiding arbitrator. This arbitration agreement is governed by the laws of Malaysia.
21. MISCELLANEOUS PROVISIONS
21.1 No delay or failure by us to enforce any provision in these Terms and Conditions will constitute or
be construed as a waiver of any of our rights under these Terms and Conditions, nor shall it affect or
impair any of our rights, powers, privileges, or remedies in respect of these Terms and Conditions.
21.2 Any term, condition, stipulation, provision, covenant or undertaking in these Terms and Conditions
which is deemed or declared illegal, void, prohibited, or unenforceable shall be ineffective to the extent
of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such illegality, voidness, prohibition, or unenforceability shall not invalidate or render
illegal void or unenforceable any other term, condition, stipulation, provision, covenant, or undertaking
contained in these Terms and Conditions.
21.3 These Terms and Conditions will inure to the benefit of and be binding upon the successors in title
and permitted assigns of the Parties.
21.4 We may assign these Terms and Conditions and the rights granted hereunder but you may not
assign such rights without our prior express written consent.
21.5 All communications between the Parties regarding the use of the Platform will be carried out via the
Platform, the prisma helpdesk ticketing system available on our website, or electronic mail.
Communications may be in languages other than English and in the event of a discrepancy between the
English version of communications and a version in any other language, the English version shall prevail.
21.6 Any stamp duty payable in respect of these Terms and Conditions and penalties for the non-
payment thereof (if any) shall be borne by you.
21.7 These Terms and Conditions constitute the entire agreement between the Parties in relation to their
subject matter and replace and extinguish all prior agreements, collateral warranties, collateral
contracts, statements, representations and undertakings made by or on behalf of the Parties, whether
oral or written, in relation to that subject matter. Each Party acknowledges that in entering into these
Terms and Conditions it has not relied upon any collateral warranties, collateral contracts, statements,
representations or undertakings, whether oral or written, which were made by or on behalf of the other
Party in relation to the subject matter of these Terms and Conditions (together “Pre-Contractual
Statements”) and which are not set out in these Terms and Conditions. Each Party hereby waives all
rights and remedies which might otherwise be available to it in relation to such Pre-Contractual
Statements. Nothing in this clause 21.7 shall exclude or restrict the liability of either Party arising out of
its pre-contractual fraudulent misrepresentation or fraudulent concealment