Standard Terms of Use for Online Platforms (without fee provisions)

You must read these Terms of Use carefully before accessing and/or using any part of the Platform or Platform Functionality/Services.

The Platform-Terms Landing Page from which you accessed these Terms of Use is hereby incorporated into these Terms of Use and, in turn, all terms that are defined in the Platform-Terms Landing Page shall be ascribed, for purposes of these Terms of Use, the respective meanings ascribed to them within that Platform-Terms Landing Page, unless/except as otherwise defined hereinbelow.

1. Acknowledgement of Ability/Authority to Agree; Agreement to Terms of Use.  

By accessing and/or using any part of the Platform or Platform Functionality/Services, you affirm that you are over eighteen (18) years old and you acknowledge and agree that, by accessing and/or using any part of the Platform or Platform Functionality/Services, you are entering into a legally binding agreement/contract with Ramboll, individually and on behalf of all other persons and entities for whom/which you act or purport to act, including, without limitation, your employer(s), which agreement/contract consists of all terms and conditions set forth in these Terms of Use (including, without limitation, those stated under section 16 below regarding modification/termination without further notice and those incorporated by reference herein), and that you understand and agree that you and all persons and entities for whom/which you act or purport to act must comply with them and are legally bound thereby.  

To the extent not prohibited under applicable law (which phrase, as used in these Terms of Use, includes any and all applicable international, national, state, local or equivalent statutes, regulations, ordinances, common law, and other forms of laws, without exclusion), you hereby waive any right you may have to request or require a more formal signature (electronic, non-electronic or otherwise) or the delivery or retention of a hardcopy agreement/contract or other record whatsoever. If you do not agree to bound by the entirety of these Terms of Use, you may not access or use any part of the Platform or Platform Functionality/Services.     

2. Conflicts Between/Among Agreements.

In the event of an unequivocal conflict between these Terms of Use and a separate written agreement between/among you and Ramboll that expressly and unequivocally is intended by the parties to modify/supersede these Terms of Use or otherwise govern your use and access to the Platform or Platform Functionality/Services, the terms and conditions of the latter shall control.

3. THIS SECTION INTENTIONALLY IS LEFT BLANK – CONTIUNE TO NEXT SECTION.

4. Right to Access/Use the Platform and Platform Functionality/Services.

Subject to the entirety of these Terms of Use (including, without limitation, the Access/Use Restrictions at section 4 below and the Ownership Rights at section 5 below), Ramboll grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access/use certain parts of the Platform and Platform Functionality/Services. Ramboll will assign/provide to you, for your use only, a username and password and/or other log-in credentials through the use of which you will be able to access/use certain parts of the Platform and Platform Functionality/Services.  You shall not attempt any access to/use of any part of the Platform or Platform Functionality/Services beyond that/those clearly and unequivocally authorized and intended by Ramboll.  You shall not permit or otherwise enable any other person or entity to use your username or password in order to access/use any part of the Platform or Platform Functionality/Services, or for any other purpose.     

5. Access/Use Restrictions; Protection of the Platform, the Platform Functionality/Services, Ramboll and its Affiliates.

In addition to the forgoing restrictions, you acknowledge and agree that you are obligated to make commercially reasonable efforts to avoid introducing into the Platform, the Platform Functionality/Services and Ramboll’s other devices, networks and systems software code designed or known to disrupt, damage or interfere with devices, networks, systems, software, data, etc. (a “Virus“). Such efforts shall include, at a minimum and without limitation, the use of commercially reasonable Virus protection, firewall and security software, and Ramboll reserves the right to demand that you provide proof of same in a form reasonably acceptable to Ramboll and the right to terminate your access to/use of the Platform and Platform Functionality/Services absent such proof.

You acknowledge and agree that Ramboll has not and shall not be deemed to have assumed any duty or obligation to any third party, including, to the extent applicable, but without limitation, any of your employers, subsidiaries, parent companies or other affiliates, any of your or their shareholders, partners, members, directors, officers, personnel, creditors or clients/customers, or any third-party beneficiary. No rights are granted to you or to any third party other than if/as expressly set forth in these Terms of Use or otherwise agreed to in a writing executed by Ramboll.

6. Ownership Rights.

7. Access/Use As Is and Without Warranty.

Although Ramboll, at its sole discretion, may elect to make updates and/or fixes to the Platform or Platform Functionality/Services, you acknowledge and agree that Ramboll has no obligation whatsoever to do so.

8. THIS SECTION INTENTIONALLY IS LEFT BLANK – CONTIUNE TO NEXT SECTION.         

9. Limitation of Liability.

IF YOU OBJECT TO ANY PROVISION OF THESE TERMS OF USE OR ANY SUBSEQUENT MODIFICATIONS HERETO, OR BECOME DISSATISFIED WITH THE PLATFORM OR PLATFORM FUNCTIONALITY/SERVICES IN ANY WAY, YOUR ONLY RECOURSE IS TO DISCONTINUE ACCESS TO/USE OF THE PLATFORM AND PLATFORM FUNCTIONALITY/SERVICES.

TO THE EXTENT THE FOREGOING LIMITATIONS ON LIABILITY, OR ANY OTHER LIMITATION ON LIABILITY SET FORTH IN THESE TERMS OF USE, ARE HELD BY A COURT OR OTHER TRIBUNAL OF COMPETENT JURISIDCTION TO BE UNENFORCEABLE AS WRITTEN, THEN, IN ACCORDANCE WITH PARAGRAPH 20 HEREINBELOW, THEY SHALL BE ENFORCEABLE AND ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL RAMBOLL’S AND/OR RAMBOLL’S AFFILIATES’ AGGREGATE/TOTAL LIABILITY TO YOU IN RELATION TO THE PLATFORM OR PLATFORM FUNCTIONALITY/SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR ACCESS OR USE THEREOF OR INABILITY TO ACCESS OR USE SAME, OR THE PERFORMANCE OR NON-PERFORMANCE THEREOF) EXCEED EUR 500.00 OR AN EQUIVALENT AMOUNT IN ANOTHER CURRENCY.

10. Force Majeure.

Without in anyway limiting the remaining limitations on Ramboll’s and Ramboll’s Affiliates’ liability and responsibility set forth herein, neither Ramboll, nor Ramboll’s Affiliates shall be liable in any way because of any delay or failure in performance due to circumstances or causes beyond its control, which shall be deemed to include, without limitation, strike, lockout, embargo, epidemic or other outbreak of disease, riot, war, act of terrorism, flood, fire, act of God/nature, accident, failure or breakdown of components necessary for completion, Client, subcontractor or supplier delay or non-performance, inability to obtain or shortages in labor, materials, protective gear, other supplies, or manufacturing facilities, compliance with any law, or circumstances or conditions which in the discretion of Ramboll may pose a material risk to the health or safety of the employees of Ramboll, its Affiliates or its subcontractors.  

11. Reporting Requirements.

You may be required by law to report information derived from your access to/use of the Platform or Platform Functionality/Services to certain agencies and/or others. Ramboll is not responsible for advising you about your reporting obligations, and you agree that you shall be responsible for all such reporting.  To the extent Ramboll has an independent duty to report, it may endeavor, but is not obligated, to provide you with advance notice before doing so.  

12. Ramboll Use/Disclosure of Platform/Platform Functionality/Services Access/Usage Information; Platform/Platform Functionality/Services Monitoring.

13. Data Privacy.

14. Compliance with Laws and Standards of Conduct.

a. Bribery, Corruption and in General. You agree, represent and warrant that you are in and will maintain compliance with and take reasonable measures to ensure that your personnel, subcontractors, agents and others subject to your control or determining influence are in and maintain compliance with all applicable law, including specifically, but without limiting the foregoing, those relating to bribery or corruption, and that you will inform Ramboll without undue delay if you or any of them have been or are hereafter investigated for or charged with bribery, corruption or similar conduct by any agency or tribunal of competent jurisdiction (e.g., under the US Foreign Corrupt Practices Act or UK Bribery Act).  You also agree, represent and warrant that you are in and will maintain compliance with and take reasonable measures to ensure that your personnel, subcontractors, agents and others subject to your control or determining influence are in and maintain compliance with the standards provided in the conventions of the United Nations and OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, to the extent applicable.

b. Export Control and Similar Laws. As used herein, “Export Control Laws” means (1) all applicable laws of the United States of America relating to the export or re-export of commodities, technologies, products/services and/or information, including, for example, but without limitation, the Export Administration Act of 1979, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, the International Boycott Provisions of Section 999 of the U.S. Internal Revenue Code of 1986 (as amended), and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Asset Control (a/k/a OFAC), (2) all applicable trade control legislation of the European Union, including, for example, but without limitation, Regulation (EC) No 428/2009 (as amended) on setting up a Community regime for control of exports, transfer, brokering and transit of dual-use items (a/k/a “Dual-use regulation”) as well as any applicable rules and regulations laid down or implemented in the member states of the European Union, and (3) to the extent applicable, the analogous laws of any and all other applicable jurisdictions.  You acknowledge that the Platform and Platform Functionality/Services/Platform technology (and any direct or indirect product derived therefrom) are or may be subject to Export Control Laws.  In turn, and without limiting any other provision of these Terms of Use, you agree, represent and warrant that you will not, and that you will take reasonable measures to ensure that your personnel, subcontractors, agents and others subject to your control or determining influence do not, use, distribute, divert, transfer or transmit, or permit or facilitate any other person or entity to use, distribute, divert, transfer or transmit, any product/service, technology, data, information, material, software or other thing whatsoever derived from the Platform or Platform Functionality/Services/Platform technology (even if incorporated into other products/services, technology, data, information, material, software or other things), except in compliance with and as authorized/permitted by such Export Control Laws, and, if requested by Ramboll, you agree, represent and warrant that you will execute all documents and provide such other assistance as may be reasonably requested by Ramboll in order to comply with such laws, including obtaining any export licenses or permits as may be required under the applicable Export Control Laws.  You further agree, represent and warrant that you will not, and that you will take reasonable measures to ensure that your personnel, subcontractors, agents and others subject to your control or determining influence do not, use, distribute, divert transfer or transmit, or permit or facilitate any other person or entity to use, distribute, divert transfer or transmit, any product/service, technology, data, information, material, software or other thing whatsoever derived from the Platform or Platform Functionality/Services/Platform technology (even if incorporated into other products/services, technology, data, information, material, software or other things) for the purpose of or in connection with the development, production, handling, operation, maintenance, storage, detection, identification or disseminations of nuclear, chemical or biological weapon proliferation or development of missile technology enabling development, production, maintenance or storage of missiles capable of delivering such weapons.

c. Sanctions Compliance. To the extent not already covered above, you represent and warrant that neither you, nor, as applicable, any of your employers, affiliates, subsidiaries, agents or parent companies, nor any of your or their shareholders, partners, members, directors, officers, personnel, or other agents, nor any other person or entity having a direct or indirect ownership or controlling interest in you or them, are (i) a person targeted by economic, trade or financial sanctions laid down, administered or enforced by the United Nations, the United States, the European Union or its Member States, the United Kingdom or any other jurisdiction that is applicable to the Platform or Platform Functionality/Services/Platform technology or your use thereof, including, but not limited to, persons designated on the U.S. Department of the Treasury, Office of Foreign Assets Control’s List of Specially Designated Nationals and Other Blocked Persons and Consolidated Sanctions List, the U.S. State Department's Non-proliferation Sanctions Lists, the UN Financial Sanctions Lists, the EU's Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, and the UK HM Treasury Consolidated Lists of Financial Sanctions Targets; or (ii) directly or indirectly owned or controlled by any such person (each a “Restricted Person”). You agree, represent and warrant that you will notify Ramboll in writing immediately if you or, as applicable, any of your employers, affiliates, subsidiaries, or parent companies, or any of your or their shareholders, partners, members, directors, officers, personnel, or other agents, or any other person or entity having a direct or indirect ownership or controlling interest in you or them, becomes a Restricted Person or if you or they become directly or indirectly owned or controlled by one or more Restricted Persons.

In addition, to the extent not already covered above, you agree, represent and warrant that you will not, and that you will take reasonable measures to ensure that your personnel, subcontractors, agents and others subject to your control or determining influence do not, use, distribute, divert, transfer or transmit, permit or facilitate any other person or entity to use, distribute, divert, transfer or transmit, any product/service, technology, data, information, material, software or other thing whatsoever derived from the Platform or Platform Functionality/Services/Platform technology (even if incorporated into other products/services, technology, data, information, material, software or other things) in activity with, for, on behalf of, or for the benefit of, a Restricted Person or other individual, entity, territory or organization targeted for sanction and/or embargo by European or United States authorities, as applicable, or other applicable sanctions regimes, or, to the extent not already covered above, in activity directly or indirectly involving Cuba, Iran, North Korea, Sudan, Syria or Crimea/Sevastopol.   

d. Termination/Indemnification for Non-Compliance with Laws. Without limiting any other of Ramboll’s rights to terminate set forth herein or otherwise, Ramboll may terminate your use of/access to the Platform and Platform Functionality/Services/Platform technology and all other agreements and relationships with you effective immediately and without liability or obligation whatsoever, if:

i. you, your personnel, subcontractors, agents or others subject to your control or determining influence engage in bribery, corruption or similar conduct, or are charged with such conduct by any agency or tribunal of competent jurisdiction; 

ii. you fail to comply with your obligations under the immediately preceding subsections a through c;

iii. the representations and warranties set forth in the immediately preceding subsections a through c, at any time, become untrue or Ramboll has reasonable and specific grounds to believe that they have become untrue or to expect that they will become untrue;

iv. Ramboll determines, in its sole and absolute discretion, that, by continuing to provide to you access to/use of the Platform or Platform Functionality/Services/Platform technology or otherwise maintain its relationship with you would (i) contravene, or risk contravening any applicable international, national, state, local or equivalent law, including, without limitation, Export Control Laws or (ii) be sanctionable under the economic, trade and financial sanctions administered and enforced by the United Nations, the United States, the European Union and its Member States, or the United Kingdom; or

In addition, you agree to indemnify and hold harmless Ramboll and its Affiliates from any claims, damages, liabilities, penalties, costs, fees, expenses and other losses whatsoever incurred as a result of:

i. you engaging in bribery, corruption or similar conduct, or being charged with such conduct by any agency or tribunal of competent jurisdiction; 

ii. you failing to comply with your obligations under the immediately preceding subsections a through c; or

iii. the representations and warranties set out in the immediately preceding subsections a through c, at any time, becoming untrue.

15. Taxes. 

You shall be responsible for all sales taxes, use taxes, value added taxes, duties, levies, and similar taxes or impositions imposed by any taxing authority/jurisdiction in relation to your access to/use of the Platform and/or Platform Functionality/Services. To the extent that your access to/use of the Platform and/or Platform Functionality/Services constitute products or services provided/performed in a country where Ramboll has no permanent establishment, you shall pay (or reimburse Ramboll for) all withholding taxes or similar impositions imposed by any taxing authority/jurisdiction in relation to your access to/use of the Platform and/or Platform Functionality/Services.

16. Modification of Terms of Use and Termination.

a. Right to Modify and Terminate. Ramboll reserves the right to, at any time, (i) modify these Terms of Use (including, without limitation, the Platform-Terms Landing Page) without advance notice (except that advance notice will be provided where required by applicable law), (ii) discontinue or otherwise modify any part of the Platform and/or Platform Functionality/Services, including your access thereto/use thereof and/or (iii) terminate these Terms of Use and your access to and use of the Platform and/or Platform Functionality/Services without advance notice (except that advance notice will be provided where required by applicable law), with or without cause and regardless of whether or not based on a specific reservation of the right to terminate stated elsewhere herein, and Ramboll shall not be liable to you or any third party for any of the foregoing. 

b. Effect of Modification.  Modification of these Terms of Use (again, including, without limitation, the Platform-Terms Landing Page) by Ramboll will be effectuated by updating them and, where required by applicable law, providing advance notice of such modification.  Such modification will be effective immediately upon update, and your continued use of any part of the Platform or the Platform Functionality/Services thereafter shall constitute your acceptance of those modifications.  Thus, you should access and review these Terms of Use (including, without limitation, the Platform-Terms Landing Page) regularly.

c. Effect of Termination.  Neither expiration nor termination of these Terms of Use shall terminate your obligations or Ramboll’s rights under these Terms of Use which, by their nature, are intended to survive such expiration or termination. Without limiting the foregoing, your obligations and Ramboll’s rights under sections 4, 5, 6, 7, 12, 14, 15, 17, 18 and 22 shall survive the expiration or termination of these Terms of Use, regardless of when such expiration or termination becomes effective.

17. Notices. 

Any notices given to you hereunder will be sent to the email address associated with your use of the Platform and Platform Functionality/Services.

18. No Waiver. 

The failure by Ramboll to insist upon strict compliance with any provision of these Terms of Use shall in no way constitute a waiver of any of your obligations or Ramboll’s rights hereunder, whether at law or in equity, including, without limitation, the right to insist on strict compliance thereafter.

19. Assignment. 

Except to the extent of assignment rights guaranteed by applicable law, your obligations and rights hereunder are not assignable. Ramboll’s obligations and rights hereunder, on the other hand, are freely assignable without notification or restriction.

20. No Agency. 

Nothing contained herein shall be construed as creating an agency, joint venture, partnership or similar relationship between you and Ramboll.  

21. Validity.

If/to the extent any provision of these Terms of Use is held to be unenforceable by a court or other tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent allowed by law consistent with the terms hereof and the remainder of these Terms of Use shall continue in full force and effect.

22. Governing Law, Choice of Forum, Disputes Resolution. 

These Terms of Use, any and all other terms and conditions governing your access to or use of the Platform and/or Platform Functionality/Services and your access to and use of the Platform and/or Platform Functionality/Services in general shall be construed under/governed by the laws of the Dispute Resolution Jurisdiction (as defined/identified in the Platform-Terms Landing Page), without regard to the conflict of laws rules of that jurisdiction or any other jurisdiction. Any dispute or controversy relating to these Terms of Use, any and all other terms and conditions governing your access to or use of the Platform and/or Platform Functionality/Services or your access to and use of the Platform and/or Platform Functionality/Services in general, that cannot be resolved amicably shall be resolved by binding arbitration before/under the Dispute Resolution Forum/Rules defined/identified in the Platform-Terms Landing Page, and judgment on a decision or award rendered by the arbitrator(s) may be entered in any court or other tribunal of competent subject matter jurisdiction (whether local/state, federal/national, or otherwise) sitting in the Dispute Resolution Jurisdiction.  Unless otherwise agreed to by Ramboll, (i) the arbitration proceedings shall be presided over by a single arbitrator, unless the amount in controversy exceeds EUR 500,000.00 or an equivalent amount in another currency, in which case, the number of arbitrators shall be three, one appointed by each party and the third appointed by mutual agreement of the other two and (ii) any and all depositions, oral argument, hearings, or similar personal appearances shall take place in the Dispute Resolution Jurisdiction, or, at Ramboll’s election in its sole discretion, in the jurisdiction in which the subject products/services primarily are provided.  Any decision or award by the arbitrator(s) shall be final and binding, and, except in the case of fraud or gross misconduct by the arbitrator(s), no decision or award rendered by the arbitrator(s) shall be appealable. If Ramboll is the prevailing party in such arbitration proceedings, the arbitrator(s) shall have discretion to require you to reimburse Ramboll and, to the extent applicable, Ramboll’s Affiliates for all or a portion of the costs and fees incurred in relation to such arbitration, including arbitrators’ fees, administrative fees, attorney’s fees, and other reasonable out-of-pocket costs. The arbitration proceedings and arbitration award shall be maintained by you and the arbitrator(s) as strictly confidential, except as is otherwise required by law, an order from a court or other tribunal of competent jurisdiction, or as is necessary to confirm, vacate or enforce any arbitral award or for disclosure in confidence to the your auditors, attorneys, insurers, tax advisors and similar professionals who themselves agree to maintain confidentially in accordance with this subparagraph.

Ramboll shall not be subjected to the foregoing arbitration requirements in the event of an alleged, actual or threated breach of an obligation that is reasonably likely to result in irreparable harm to Ramboll absent immediate injunctive relief. In such event, Ramboll immediately may pursue by civil action in and obtain from any court or other tribunal of competent subject matter jurisdiction sitting in the Dispute Resolution Jurisdiction, or, at Ramboll’s election in its sole discretion, in the jurisdiction in which the subject products/services primarily are provided, injunctive and other equitable relief to remedy any such breach or threatened breach, which remedy(ies) shall not be exclusive, but, rather, shall be in addition to all other remedies and rights available at law, in equity, or otherwise.  If Ramboll is the prevailing party in any such civil action, Ramboll and, to the extent applicable, Ramboll’s Affiliates shall be awarded its costs and fees incurred in such civil action, including attorney’s fees and other reasonable out-of-pocket costs.

Version : 1.0

Published : 6th April 2021

Summary of changes :