Terms and Conditions for the Certification of Products in

accordance with the TEXTILE EXCHANGE Standards

VALID FROM AUGUST 1st, 2023 (Issue no. 03) C032(TE)v03en

ARTICLE 1. CONTRACTUAL DOCUMENTS ARTICLE 3. PURPOSE

1.1 The contract between Ecocert Greenlife (“Ecocert”) and the Client consists 3.1 The purpose of the Contract is the performance by Ecocert of a service of
of the current versions of the following documents, which are available upon assessing the Products’ and the Client’s conformity to the Contract and the
request and presented in decreasing order of priority (the “Contract”): Scheme resulting, where applicable, in the issuance and then the renewal of the
Certification Document, which allows the Client to market the Products while
(i) The commercial offer issued by Ecocert or by another entity pursuant to making reference to the Products’ conformity to the Scheme.
article 16.1 (the “Quotation”),
3.2 The purpose of the Contract also includes the right to use, in the manner
(ii) The present terms and conditions (the “Terms and Conditions”),
described in article 5 of this Contract, the trademark (the “Ecocert
(iii) The Ecocert certification process relating to the GOTS certification (the
Trademark”), in the form provided in the Rules of Reference.
“Certification Process”),
ARTICLE 4. SERVICE PERFORMANCE
(iv) The rules of reference to Ecocert and use of the Ecocert certification brand
(the “Rules of Reference”). 4.1 Ecocert’s service is based on an annual calendar cycle. Whatever the date of
commitment of the Client, and except in the particular cases stated in the
1.2 In the event of conflict between the provisions set forth in documents
Certification Process, this cycle shall be entirely implemented during the first year,
belonging to different priority levels, the provisions of the higher priority
and then again from January 1st of the following year in case of renewal in
document shall prevail.
accordance with article 8.3.
ARTICLE 2. DEFINITIONS 4.2 Based in particular on the information gathered by Ecocert and/or provided
“Certification Document”: the document(s) issued by Ecocert to the Client by the Client and/or by the Scheme Owner, Ecocert shall use the appropriate
certifying the conformity of the Products to the Scheme, possibly through means to perform its service, based on and in line with its procedures and the
Ecocert’s website. applicable accreditation requirements, and to do everything within its power, in
particular to:
“Certification Requirements”: the requirements laid out in the Contract and/or the
Scheme to be fulfilled by the Client in order to obtain and maintain the (i) meet reasonable deadlines for performing its service, particularly for making
certification. appointments (such as audit dates),

“Client”: a natural person or legal entity committed to Ecocert for the performance (ii) carry out the assessments laid out in the Certification Requirements and in
of the service covered by the Contract. particular the audits, provided that the sites concerned are reasonably accessible
and not in areas of risk as identified by Ecocert,
“Client Portal”: the on-line platform for the collection, communication and
exchange of information between the Client and Ecocert, where applicable. (iii) collaborate with the Client to implement the service, whenever possible and
as long as the reliability of its service is not compromised,
“Ecocert Group”: the group of companies to which Ecocert belongs, which are
more than 50% owned, directly or indirectly, by Ecocert SA, the parent company. (iv) ask the Client for any information and documents that Ecocert deems
necessary to render its service (and in any case subject to the confidentiality
“Products”: products and/or processes submitted to Ecocert by the Client during obligations set forth in article 10),
the life of the Contract for the certification of their conformity to the Scheme.
(v) in the situations stated in its internal procedures, implement the mechanisms
“Scheme”: depending on the choice of the Client for the certification of its safeguarding its impartiality.
Products as specified in the Quotation, refers to one or more standard(s) of Textile
Exchange (“TE)”, such as (without this list being exhaustive): 4.3 The Client shall:

• the Content Claim Standard (“CCS”), (i) always fulfil the Certification Requirements, including in the event of changes
of the said Certification Requirements as described in article 15, and in particular,
• the Organic Content Standard (“OCS”), the Client shall ensure that the Products, whether they are unique or mass-
produced, are consistently in compliance with the Scheme,
• the Recycled Content Standard (“RCS”),
(ii) collaborate with Ecocert’s staff, in particular during the organization and
• the Global Recycled Standard (“GRS”),
performance of audits, or when Ecocert investigates complaints received from
• Responsible Alpaca Standard (« RAS »), third parties, so that the service is performed under the best possible conditions,

• Responsible Mohair Standard (« RMS »), (iii) provide, as soon as possible, all the information and documents needed for
the proper performance of the service, relating in particular to its organization
• Responsible Wool Standard (« RWS »), and/or the Products,
• Responsible Down Standard (« RDS »), (iv) immediately inform Ecocert:
and any other additional or associated texts, in their versions in force, which can - of any change it becomes aware of, including change in its organization, in the
be obtained via the Scheme Owner's website. The Scheme also includes any production, composition and labelling of the Products, which may affect its ability
instruction sent to Ecocert by the competent authorities or the Scheme Owner. to conform with the Certification Requirements and/or that could affect the
Products’ conformity to the Scheme,
“Scheme Owner”: Textile Exchange, entity administrating the Scheme and the
associated trademark(s) and authorizing Ecocert to enter into the Contract with - of any suspicion of non-conformity of its Products or of products received from a
the Client for the purpose of authorizing the use of the TE trademarks or any other Subcontractor, in which case the Client accepts that Ecocert may inform the
reference to the TE certification or to the Scheme Owner (the “TE Standards concerned control or supervisory bodies or authorities and the Scheme Owner,
Claims”) for the Client’s Products for which Ecocert will decide to grant its
- of any additional product it intends to market with reference to the certification,
certification.
(v) undergo, within the deadlines set by Ecocert taking into account its risk
“Subcontractor”: an operator who has signed a contract with the Client, such as a
analysis and/or organizational constraints, all assessments stipulated in the
supplier, manufacturer, producer (within a group or not), distributor or other
Scheme and the Certification Process (whether on-site, remote and/or
service provider, intervening in the process from the production of the Products
documentary and whether semi-announced audits, unannounced audits or
up to their distribution.
confirmation visits, as the case may be), throughout the duration of the Contract
and even when the Certification Document is still valid.

Ecocert Greenlife
BP 47 – Lieu-dit Lamothe Ouest Tél. (+33)5 62 07 34 24 1
a simplified limited liability company, capital €50,000
SIREN 509 534 095 RCS AUCH 32600 L’Isle Jourdain, France www.ecocert.fr
 Terms and Conditions for the Certification of Products in
accordance with the TEXTILE EXCHANGE Standards
VALID FROM AUGUST 1st, 2023 (Issue no. 03) C032(TE)v03en

(vi) allow access, on working days and during the usual opening hours of the sites 5.5 In addition, the Client shall comply with the provisions of the Scheme
concerned, to the auditors assigned by Ecocert and, when necessary to external (including the applicable Logo Use and Claims Guide) for any reference to the
observers and auditors (including the accreditation bodies and the Scheme certification or use of the TE Standards Claims.
Owner), to all sites, premises, data (including accounting documents), processes,
5.6 Ecocert guarantees (i) that it may grant on a non-exclusive basis and for the
materials, procedures, records, personnel and subcontractors, which could have
whole world the licence to use the Ecocert Trademark subject to the provisions of
an impact on the conformity of the Products, or be concerned by the Products’
article 5.8, (ii) that it ensures the maintenance in force of this Trademark and (iii)
certification process, allowing a copy or photograph of the data relating to the
that, to its knowledge, in the countries where this Trademark is registered, the list
Products and/or the Client to be made and kept by the auditors if necessary,
of which is available upon request, it does not infringe the rights of third parties.
(vii) take all necessary steps to ensure the safety of the observers and/or auditors
5.7 The Certification Document, the audit report and in general the documents
during audits, and to ensure that they are able to comply with the health and safety
provided by Ecocert, in whole or in part, shall not be used in a misleading way. If a
rules applicable to the site or premises being audited, in particular by providing copy of the Certification Document is given to a third party, this document must
them with the equipment and/or clothing necessary for this purpose, be reproduced in its entirety or as specified in the Scheme or the Certification
(viii) in the event of non-conformity of the Products to the Certification Process, if applicable.
Requirements, respect Ecocert’s decisions and the conditions for the 5.8 Only the Client who has obtained the certification of the Products by Ecocert
implementation of those decisions, is authorised to refer to Ecocert and to use the Ecocert Trademark in relation to
(ix) keep a record of all claims, complaints and other stakeholder comments the Products. Notwithstanding the foregoing, the purchasers of the certified
made known to it relating to the conformity of the Products with the Certification Products may also refer to Ecocert and use the Ecocert Trademark in the
Requirements, take appropriate actions in this respect, document such actions and communication, on the packaging or on the labelling of the said Products only and
grant Ecocert and/or the Scheme Owner access to these records. on condition that (i) these purchasers do not have the obligation to be themselves
certified for the products or processes concerned, in accordance with the
4.4 In the event of the intervention of a Subcontractor, the Client shall give prior Certification Requirements and (ii) that the Products have not been subject to any
notice to Ecocert, including if the Subcontractor is itself in a contractual physical or chemical modification, any change in composition, or any modification
relationship with Ecocert or another certification body for the certification of the of packaging or labelling. Apart from these cases, any other reference to Ecocert
products and/or processes concerned. and use of the Ecocert Trademark or any other Ecocert logo is forbidden except
Where the Subcontractor’s products or processes are not certified, Ecocert shall with prior written and individual authorisation from Ecocert (which may result
have to, as part of the assessment of the compliance of the Client’s Products, to from a valid Certification Document).
take samples or to carry out analyses or audits directly on the Subcontractor’s site. 5.9 The Client recognises the importance of this prohibition and undertakes to
In this case the Client (i) shall ensure that the Subcontractor undergoes the said relay it to its own clients and Subcontractors. Any unauthorised reference to
assessments, (ii) shall bear the costs thereof and (iii) shall be solely and entirely Ecocert or any unauthorised use of the Ecocert Trademark by the latter, in relation
responsible for the Subcontractor’s compliance or non-compliance with all the to the Products, shall immediately be brought to the attention of Ecocert.
obligations set out in article 4.3, it being the Client's responsibility to take action
against the Subcontractor where applicable. 5.10 The reduction, suspension, withdrawal or termination of the certification for
any reason whatsoever, entails, immediately and simultaneously, for the Products
The Client is furthermore informed that any denial of assessment by the concerned:
Subcontractor or any non-conformity found or suspected at its level may have
consequences on the certification of its Products. (i) the end of the validity of the Certification Document, whatever the date of the
end of the validity indicated on the said Certification Document,
4.5 Additionally, the Client:
(ii) the cessation of any marketing (by the Client himself, only) of the Products
(i) agrees to receive email communication from the Scheme Owner and concerned with reference to the certification, and in a general way, of any
communicate directly with it in regard to client’s certification and/or to the reference to the certification such as described in this article, whatever the
Scheme, medium,
(ii) accepts that the accreditation body also has the right to conduct audits (iii) the cessation of any manufacturing of Products intended to be marketed with
of the Client, including semi-announced audits, unannounced audits, and reference to the certification,
confirmation visits, for the purpose of monitoring Ecocert conformity with (iv) the cessation of the TE Standards Claims and, if any, of the use of the Ecocert
Scheme Owner’s requirements, Trademark, for any reason whatsoever, on all media and in all countries,
(iii) accepts that the accreditation body and the Scheme Owner may become (v) the cessation of any use of the Certification Document and
engaged in the case that a complaint or appeal escalates beyond the Ecocert’s
(vi) the return to Ecocert of the original Certification Document, in the case of an
authority, and agrees to cooperate with investigations.
original copy, or its destruction, in the case of the electronic version,
ARTICLE 5. REFERENCES TO THE CERTIFICATION BY THE CLIENT AND USE OF
(vii) the obligation for the Client to inform its own clients in the cases provided for
THE ECOCERT TRADEMARK
by the concerned Scheme and upon Ecocert's request.
5.1 Only the issuance of the Certification Document authorises the Client to
5.11 Notwithstanding the foregoing, in the event of termination of the Contract
market the Products covered by the Certification Document with the references
with no fault of the Client, the Client having a stock of compliant Products referring
stated in article 5.2.
to the certification and/or Ecocert may request from Ecocert the possibility to sell
5.2 The Client may refer to Ecocert, use the Ecocert Trademark and/or the TE this stock beyond the initial termination date of the Contract. Where applicable,
Standards Claims (i) for the Products only, (ii) once the Certification Document the Contract shall be extended for the duration of the said stock sale (except in the
relating to its Products has been issued and for as long as this Certification event of a change of certification body) and this stock sale shall be carried out
Document is valid, (iii) under the conditions laid down in the Contract and the under the audit and pricing conditions provided for in the Certification
Scheme and (iv) only within the scope of the certification issued. Requirements or defined by Ecocert; the Client being, in any event, no longer
authorized to manufacture new products referring to the certification and/or
5.3 Any reference to the certification, to Ecocert and/or to TE Standards Claims Ecocert.
on any communication medium whatsoever must be submitted to Ecocert for
prior validation before being distributed. ARTICLE 6. MAKING AVAILABLE INFORMATION ON THE ASSESSED PRODUCTS
AND THE CLIENT
5.4 If the Client refers to Ecocert or uses the Ecocert Trademark, it shall also
comply with the Rules of Reference. In all cases, the reference to the certification 6.1 In order to meet the transparency requirements for the assessed Products,
shall not be made in such a way as to discredit Ecocert, and no unauthorised, false Ecocert may make available to the public, whatever the medium used, and in
or misleading statement may be made about the certification. compliance with the obligations set out in article 11, (i) the Client’s name, contact

Ecocert Greenlife
BP 47 – Lieu-dit Lamothe Ouest Tél. (+33)5 62 07 34 24 2
a simplified limited liability company, capital €50,000
SIREN 509 534 095 RCS AUCH 32600 L’Isle Jourdain, France www.ecocert.fr
 Terms and Conditions for the Certification of Products in
accordance with the TEXTILE EXCHANGE Standards
VALID FROM AUGUST 1st, 2023 (Issue no. 03) C032(TE)v03en

details, activity and list of Products assessed by Ecocert, (ii) the status of the 7.7 Any delay in payment shall give rise, after formal notice by Ecocert that has
certification of the said Products and/or the Client (including information on remained unsuccessful for a period of two (2) weeks after its receipt by the Client,
suspension or withdrawal), (iii) if any, the Certification Document (iv) the Client’s to the payment of late penalties based on the ECB rate plus ten (10) points and to
data made anonymous, for analytical and statistical purposes only, and (v) the payment of a flat-rate indemnity for collection costs in the amount of €40 in
information whose disclosure is required by the Contract, the Scheme and/or the accordance with Decree 2012-1115 of October 2nd, 2012.
provisions applicable to Ecocert as a certification body.
7.8 Ecocert shall be entitled to suspend the performance of the service covered
This availability may especially take the following forms, without this list being by the Contract, and in particular the certification, until all outstanding invoices
exhaustive: have been paid in full, without this non-performance being considered as
- on-line publishing by Ecocert on its website (https://certificat.ecocert.com/), attributable to Ecocert. In case of non-payment, the Contract may be terminated
by Ecocert in accordance with the provisions set forth in article 9 herein.
- transmission to third parties upon request, in accordance with the requirements
of the ISO 17065 standard imposed on Ecocert as a certification body. 7.9 In case of postponement or cancellation by the Client of an audit for which
the date has been agreed between the Parties, (i) the non-refundable mission
6.2 The Client (i) acknowledges being informed of this, (ii) authorises Ecocert to expenses shall be invoiced based on supporting documents, and (ii) a flat penalty
make such information available, and (iii) agrees that Ecocert, or another entity of shall also be invoiced to the Client in accordance with the applicable rates; this
the Ecocert Group, uses this information to offer the Client other Ecocert Group penalty being applied based on the reason for postponement or cancellation and
services, or to put the Client in contact with third parties having a link with the the supporting documents provided by the Client.
Client's field of activity, in compliance with the provisions set forth in article 10.
7.10 The payment terms of this article 7 are applicable in the event that the fees
6.3 In addition, the Client expressly authorises Ecocert to exchange information provided for in article 7.1 are invoiced and collected by Ecocert, as well as in the
concerning it or its certification (i) with other certification bodies accredited for event of invoicing and collection of fees by another entity pursuant to article 16.1,
the certification of products according to the Scheme, or (ii) with the relevant unless otherwise stated in the Quotation and/or in the invoice of the entity
accreditation authorities such as IOAS or COFRAC, in order to verify relevant concerned.
information, especially the certification status of the Client, its processes and
products, as part of its ongoing evaluation. ARTICLE 8. DURATION OF THE CONTRACT AND THE CERTIFICATION
DOCUMENT
6.4 Finally, the Client is informed and accepts that Ecocert transmits to the
Scheme Owner information concerning the Client, its certification or its Products, 8.1 Except as otherwise provided in the Quotation, the Contract enters into
including information regarding its facilities and/or its subcontractors; the Client force, for each of the Schemes concerned, on the day of the signature by the Client
being informed that the latter may, at its discretion and without Ecocert being able of the initial Quotation issued for the concerned Scheme, for an indefinite term.
to object to this: The signature of the said Quotation implies the Client’s full and unreserved
adherence to the Terms and Conditions in force and, more generally, to the
- publish all or part of said information on its own website
provisions laid out in the Contract in force, to the exclusion of all other documents
(https://textileexchange.org/find-certified-company/), and
such as brochures and catalogues issued by Ecocert for information purposes only.
- use this information for any purpose in accordance with its data policy (the “TE-
8.2 The Certification Document is issued under the conditions laid out in the
501 Textile Exchange Standards Data Policy”), as may be updated from time to
Certification Process, and remains valid until it (i) expires, (ii) loses its validity under
time by the Scheme Owner.
the conditions laid out in article 9 or due to a decision of Ecocert taken in
In no event shall any information provided by Ecocert to the Scheme Owner be accordance with the procedures defined in the Certification Process, or (iii) is
used by the latter to assess the compliance of Products and/or Client to the replaced by a new valid Certification Document.
Scheme.
8.3 The Client’s certification process is automatically renewed on January 1st of
The client agrees to adhere to the TE-501 data policy above-mentioned and to each year if, on December 31st of the previous year, the Contract has not been
obtain the same agreement from all sites to be included in the scope of terminated under the conditions provided in article 9. The renewal takes place
certification. according to the rates in force, and the Client is deemed to have accepted all the
necessary evaluations for the renewal in question. The Client should therefore
ARTICLE 7. PRICING AND PAYMENT TERMS
update and send to Ecocert the necessary data for the evaluation and certification.
7.1 In consideration of the service covered by the Contract and the authorisation
to use the Ecocert Trademark, the Client undertakes to pay the amount referred ARTICLE 9. CONTRACT AND CERTIFICATION TERMINATION
to in the Quotation established in accordance with the information provided by 9.1 The Client may terminate simultaneously the Contract and the certification,
the Client and/or the Scheme Owner, and accepted by the Client by the signature with no need to provide any particular motive, with a minimum of three (3)
of the Quotation. months’ notice. However, if the notice is given less than three (3) months before
7.2 In the event of renewal in accordance with article 8.3, the amount shall be the expiry date of the Certification Document, the Contract shall be terminated on
automatically revised each year in accordance with the rates in force. Provided that date, with the validity of the Certification Document not being extended.
that the Client has sent the information required in article 8.3, Ecocert shall 9.2 Ecocert may terminate simultaneously the Contract and the certification,
provide the Client with details of its annual fee, for information purposes. with no need to provide any particular motive, with a minimum of six (6) months’
7.3 The fees are liable to change and, where applicable, shall be subject to notice, the Contract remaining in full force for the duration of the notice.
additional invoicing, after prior information and agreement of the Client, if the 9.3 Either party may also lawfully terminate the Contract ipso jure with
elements used as basis for their calculation are modified following a declaration by immediate effect if the other party does not correct the breach of any of its
the Client and/or the Scheme Owner, findings by Ecocert, or in the event of obligations as set out in the Contract within two (2) weeks after having received a
additional services by Ecocert made necessary for the performance of the service. formal notice in this regard, without prejudice to any damages which may be
7.4 Any licence fee due by the Client to the Scheme Owner for participation in claimed to the defaulting party.
the Scheme and for the use of the TE Standards Claims shall be subject to specific 9.4 Notwithstanding the foregoing, Ecocert may terminate the Contract without
pricing, and shall be paid in full by Ecocert to the Scheme Owner. the need for prior formal notice in the cases provided for in the Certification
7.5 The Client is informed that any analysis deemed necessary by Ecocert, Process, where the continuation of the certification process would be impossible,
particularly in view of the nature of the Products, or following a specific identified and also in the event of Client’s behaviour towards Ecocert’s staff that does not
risk, or to confirm a result, will be invoiced in addition. allow the relation to be pursued serenely, such as serious or repeated insults,
verbal or physical threats.
7.6 The invoices, which Ecocert may issue prior to the performance of the
service, shall indicate the payment terms for the fees, and shall be payable within
30 days end of month as of their issuance. No discount shall be applied in the event
of early payment.

Ecocert Greenlife
BP 47 – Lieu-dit Lamothe Ouest Tél. (+33)5 62 07 34 24 3
a simplified limited liability company, capital €50,000
SIREN 509 534 095 RCS AUCH 32600 L’Isle Jourdain, France www.ecocert.fr
 Terms and Conditions for the Certification of Products in
accordance with the TEXTILE EXCHANGE Standards
VALID FROM AUGUST 1st, 2023 (Issue no. 03) C032(TE)v03en

9.5 In addition, when the entirety of the Client’s Products is concerned: (ii) not to use the Information outside the framework of the performance of
(i) the case of non-issuance, without fault on the part of Ecocert, of a the service covered by the Contract and in particular not to use it for its own
Certification Document within twelve (12) months after the entry into force of the benefit or for the benefit of a third party or for any other purpose,
Contract, (iii) not to disassemble, decompile or reverse engineer the Products, including
(ii) the decisions of Ecocert leading to the denial or the end of the certification, samples, or any other intellectual property of the Client that contains the
for whatever reason, Information and that is provided herein. Notwithstanding the foregoing, the Client
may lead to the simultaneous termination of the Contract. acknowledges and accepts that Ecocert may take samples of the Products and
conduct analyses of those samples, for the purposes of the Contract.
9.6 The end for any reason whatsoever of the contract concluded between
Ecocert and the Scheme Owner authorising Ecocert to offer certification services 10.4 Shall not be considered as confidential, and shall not give rise to a
under the Scheme, or the decision of the Scheme Owner to exclude, temporarily confidentiality obligation:
or permanently, the Client from its Scheme may automatically and simultaneously (i) the information that is already known or has entered the public domain in the
result in the termination of this Contract and the end of the validity of the absence of any breach under this Contract,
certification, depending on the Scheme Owner’s requirements.
(ii) the information independently developed by Ecocert without any use of the
9.7 In the event of the end of the Contract and the certification: Information,
(i) in accordance with article 9.1, the fees due are fixed at a flat-rate as follows: (iii) the information lawfully received from a third party without breach of this
20% of the fees in case of termination before the performance of the annual audit Contract,
and 100% of the fees in case of termination after the performance of the annual
audit, (iv) the information which Ecocert would be able to prove that it had already
lawfully come into its possession at the time of its communication by the Client,
(ii) in accordance with articles 9.2, 9.5, and 9.6, all or part of the fees shall be due
by the Client depending on the service actually performed by Ecocert until the end provided, however, that an Information shall not be subject to the above
date of the Contract, exceptions merely because it contains certain information which individually
would meet the above exceptions,
(iii) in accordance with articles 9.3 and 9.4 and following a breach of its obligations
by the Client, all sums due by the latter shall be deemed to have been acquired by (v) the information which, by law or under any regulation or judicial or
Ecocert, regardless of the service actually performed by Ecocert until the end date administrative decision imposed on it and providing for such an obligation, must
of the Contract. be disclosed by Ecocert to the French or foreign judicial or administrative
In the event of early payment under article 7.6, the Client shall be refunded the authority, Ecocert undertaking (a) to inform the Client in advance, insofar as
balance calculated in accordance with the above provisions. possible, and (b) to limit such disclosure to what is strictly necessary,

9.8 The end of the Contract for any reason whatsoever, in accordance with the (vi) the information that Ecocert is authorised by the Client to disclose, in
above provisions, entails the simultaneous end of validity of the certification and particular that referred to in article 6.
the Certification Document, with the consequences provided for under the terms 10.5 It is expressly agreed that the transmission of Information by the Client,
of article 5.10. under the Contract, may not under any circumstances be interpreted as conferring
ARTICLE 10. CONFIDENTIALITY AND INTELLECTUAL PROPERTY expressly or implicitly to Ecocert any right whatsoever with regard to this
Information, in particular with regard to copyright or other rights attached to
10.1 Shall be considered as confidential all technical or commercial information literary and artistic property, trademarks or trade secrets.
of the Client or relating to the Products, all documents, materials, samples,
formulas, concepts, registered or unregistered product names, bottle models, 10.6 Ecocert undertakes to destroy all documents containing Information at the
projects, product briefs and others, communicated by the Client and/or the Client’s request. Notwithstanding the foregoing, the Client agrees that Ecocert
Scheme Owner to Ecocert in the course of the performance of the service covered may keep a copy of the Information for archiving purposes only, or if the
by the Contract, in writing, orally, electronically, or by any other means, whether conservation of this Information is required by a legal or regulatory provision, by
or not such information has been identified by the Client as being confidential, as any standard applicable to Ecocert, by a competent jurisdiction or authority such
well as the results of evaluations (the “Information”). as the Scheme Owner, without this option calling into question the confidentiality
obligations provided for herein.
10.2 Ecocert undertakes to keep the Information confidential, and may only
communicate it to: 10.7 The confidentiality obligations referred to in this article shall survive for a
period of ten (10) years after the end date of the Contract, except in respect to
(i) its own employees, agents, delegates, or subcontractors, or those of the trade secrets, for which the confidentiality obligations shall survive for as long as
Ecocert Group companies, who are intended to intervene in the performance of the Information constitutes a trade secret under the applicable law.
the Contract,
ARTICLE 11. PROTECTION OF PERSONAL DATA
(ii) its own employees, agents, delegates, or subcontractors, or those of the
11.1 Within the framework of the performance of the Contract, each party may
Ecocert Group companies, who intervene in the framework of another Ecocert
be required to communicate to the other party personal data concerning itself or
Group service provided simultaneously to the Client, for the sole purpose of
in particular its employees, agents, delegates or subcontractors, for the purposes
optimising the provision of services (commercial relation, carrying out combined
of performing and monitoring the Contract.
or multiple audits, monitoring the Client's changes, etc.), only the Information
necessary for this purpose being disclosed, 11.2 Each party shall abide by the obligations applicable to it according to the law
applicable to the protection of personal data, and in particular the Regulation
(iii) service providers internal or external to the Ecocert Group for hosting, storing 2016/679 of the European Parliament and of the Council on the protection of
or archiving of data or cloud computing, natural persons with regard to the processing of personal data and on the free
provided that such persons are subject to confidentiality obligations that are no movement of such data and the modified French Data Protection Act (Loi
less protective than those of this article and it being understood that Ecocert shall Informatique et Libertés) of January 6th, 1978.
be responsible for the compliance of the latter with the confidentiality obligations 11.3 The Client is informed, and it is its responsibility to inform any natural
referred to in the Contract. person whose personal data it may communicate to Ecocert, of the fact that:
10.3 Ecocert undertakes to: − all or part of their personal data shall be transmitted to Ecocert, which may, for
(i) ensure a level of precaution and protection comparable to that which it the purposes of the performance and monitoring of the Contract, as well as for the
applies to the protection of its own confidential information of similar importance performance of any legal or regulatory obligation to which it may be subject, or for
and in no case below the level of reasonable due diligence, the implementation of article 6 : process them, i.e. in particular, record them,
organize them, store them, alterate them, use them or disclose them by
transmission or dissemination, or to transfer them outside the European Union, to

Ecocert Greenlife
BP 47 – Lieu-dit Lamothe Ouest Tél. (+33)5 62 07 34 24 4
a simplified limited liability company, capital €50,000
SIREN 509 534 095 RCS AUCH 32600 L’Isle Jourdain, France www.ecocert.fr
 Terms and Conditions for the Certification of Products in
accordance with the TEXTILE EXCHANGE Standards
VALID FROM AUGUST 1st, 2023 (Issue no. 03) C032(TE)v03en

recipients in charge of the aforementioned purposes, and this for the duration of 13.4 Ecocert's pecuniary liability may not in any event exceed the sum of two
the Contract plus a period of 10 years from its expiry. For countries not ensuring million euros (€2,000,000) per claim initiated under the Contract and per year.
an adequate level of protection according to Section 45 of Regulation (EU)
13.5 The limitations set forth in articles 13.3 and 13.4 shall not apply in the event
2016/679, Ecocert shall put in place the appropriate safeguards,
of gross negligence or wilful misconduct or in the event of a breach of the
− that it has a right of access, rectification, erasure, restriction of processing, data obligations defined in article 10 Confidentiality and Intellectual Property.
portability, right to object, not to be the subject of an automated processing
13.6 Each party undertakes to take all necessary steps to limit as far as possible
(including profiling), which he or she may exercise by contacting Ecocert's Personal
the damage that may result from a breach of the other party.
Data Protection Officer at the address of its head office or by email at
[email protected], as well as a right to file a complaint with a 13.7 Ecocert declares that it is insured, in particular in terms of professional civil
supervisory authority if he or she feels that after contacting Ecocert, his or her liability, with a company that is known to be solvent, to cover all damage caused
rights have not been respected. to itself, to the Client or to any third party and resulting from the performance or
non-performance of the Contract. Ecocert undertakes to maintain this policy
11.4 In any case, each party shall guarantee the other party against any recourse,
throughout the duration of the Contract and to provide proof thereof to the Client
complaint or claim by a natural person whose personal data is collected for the
upon request by providing it with a certificate from its insurers, listing the coverage
purposes of the Contract, to the extent that such recourse, complaint or claim
taken out, the amount thereof and the period of validity thereof. Likewise, the
arises from a breach by the former of its obligations as set out above.
Client undertakes to hold an insurance policy guaranteeing the financial
ARTICLE 12. SCOPE OF ECOCERT'S OBLIGATIONS AND COMPLIANCE WITH consequences of its civil liability in the event that it is invoked.
GENERAL LEGISLATION AND REGULATIONS
ARTICLE 14. APPLICATION AND ENFORCEABILITY OF THE CONTRACT
12.1 Ecocert is under an obligation of best endeavours with regard to the
14.1 No special condition or general condition of purchase of the Client may
performance of its service, which involves implementing its procedures and
prevail over the Terms and Conditions, unless formally accepted in writing by
demonstrating that it has done everything within its power, based on the
Ecocert. In the absence of express acceptance, no contrary condition may be
information and documents provided by the Client and/or the Scheme Owner.
raised in objection by the Client, regardless of the time when it may have been
12.2 It is hereby stated that Ecocert has no obligation, under the terms of the brought to its knowledge.
Contract:
14.2 Should a party decide not to enforce its rights in accordance with the
(i) to check that the Products, their labelling or packaging meet other provisions of the Contract, at a given time, this shall not be interpreted as a waiver
requirements than those covered by the Scheme, such as the legal or regulatory to enforce, at a later date, any of the said provisions.
general requirements for products, labelling or packaging. The Client shall be solely 14.3 If any of the provisions of the Contract are declared void or unenforceable
responsible for ensuring that the Products can be marketed on a given market, by a court or by law, the remaining provisions shall remain in full force and effect
(ii) to check the findings recorded in the certificates of experts, suppliers or to the fullest extent permitted by law.
inspection bodies presented to it by the Client Nonetheless, Ecocert may need to 14.4 The Contract cancels and replaces any contract for the same service that
make inquiries as to confirm the accuracy of given facts if it considers that such an may have been signed previously between the parties.
investigation is relevant to implement the service, for example by asking the Client
to provide additional proof, or by verifying directly with the concerned third ARTICLE 15. MODIFICATION OF THE CERTIFICATION REQUIREMENTS
parties. 15.1 In the event that Ecocert modifies the Terms and Conditions, it shall inform
12.3 The Client understands and accepts that Ecocert, as a certification body, is the Client in advance by any means and within a reasonable period of time before
subject to the application of various local and international, public or private the date of entry into force of the new Terms and Conditions. Any modification of
regulations, such as the ISO 17065 standard, with which it must comply. In the Terms and Conditions is deemed to have been accepted by the Client if the
particular, for reasons of certification bodies’ independence and impartiality, latter has not refused them in writing no later than one (1) month after the entry
Ecocert shall not be under any obligation to provide advice whatsoever within the into force of the new Terms and Conditions. Refusal shall lead to the termination
framework of the Contract. of the certification and of the Contract by the Client in accordance with the
conditions set out in article 9.1.
12.4 The Client acknowledges having received, prior to the entry into force of the
Contract, all the information necessary to be able to give its consent and that, 15.2 In the event that Ecocert modifies any of the contractual documents other
consequently, Ecocert has fulfilled its duty to provide pre-contractual information than the Terms and Conditions, it shall inform the Client by any means and as soon
as specified in Article 1112-1 of the French Civil Code. as possible. Depending on the situation, the modified provisions shall apply
immediately or transitional measures may be implemented by Ecocert.
12.5 Ecocert shall be solely responsible for compliance with all legal and other
requirements relating to the employment of its personal directly or indirectly 15.3 The Client accepts that the Scheme may be modified at any time by the
involved in the performance of the Contract. In this respect, Ecocert certifies that Scheme Owner. Ecocert undertakes to notify the Client of any major change to the
it has made the declarations required by the social protection bodies and has Scheme likely to have an impact on the Client’s certification process, as provided
fulfilled all the tax and social obligations incumbent upon it, and in particular those for in the Scheme, within fourteen (14) calendar days after having been informed
referred to in Articles L 8221-3 and L 8221-5 of the French Labour Code, and by the Scheme Owner. The Client must be aware of the modified Scheme and
certifies on its honour that the work entrusted to it shall be carried out by adhere to all of it. Unless Ecocert is at fault, the parties agree that the latter may
employees who are regularly employed in accordance with Articles L 1221-10, L not be held liable in the event of modification of the Scheme leading to the
3243-2, R 3243-1 and L 8251-1 of the French Labour Code. withdrawal, suspension or nullity of the Certification Document or making use of
the TE Standards Claims or reference to the certification impossible.
ARTICLE 13. LIABILITY AND INSURANCE
15.4 The parties also agree that Ecocert may not be held liable in the event that
13.1 Each party is responsible for the consequences of its failure to perform its the certification of all or part of the Products is impossible or forbidden due to a
obligations under this Contract. change in national, European or international regulations and/or their
13.2 It is hereby expressly specified that Ecocert shall not be held liable for the interpretation, generally or relating to the definition of the products or processes
direct or indirect consequences of a certification or decertification decision taken concerned by this service and/or their control, which would result in a modification
by Ecocert on the basis of erroneous, incomplete or falsified information or pure and simple cancellation of the service covered by the Contract.
communicated to it by the Client, regardless of the cause or origin of the error, ARTICLE 16. SUBCONTRACTING/DELEGATION
incompleteness or falsification of the said information.
16.1 The Client is hereby informed that, subject to the respect of the applicable
13.3 The liability of a party is limited to direct, personal, actual and certain accreditation requirements, all or part of the service, including the invoicing and
damage, to the exclusion of all indirect damages, in accordance with the provisions collection of the corresponding fees, may be delegated to one or more companies
of the French Civil Code. of the Ecocert Group, or entrusted to a third party mandated for this purpose, with

Ecocert Greenlife
BP 47 – Lieu-dit Lamothe Ouest Tél. (+33)5 62 07 34 24 5
a simplified limited liability company, capital €50,000
SIREN 509 534 095 RCS AUCH 32600 L’Isle Jourdain, France www.ecocert.fr
 Terms and Conditions for the Certification of Products in
accordance with the TEXTILE EXCHANGE Standards
VALID FROM AUGUST 1st, 2023 (Issue no. 03) C032(TE)v03en

the Client being able in the latter case to raise objections in this regard. By the (ii) to comply with the conditions applicable to the implementation of these
signature of the initial Quotation, the Client accepts the said intervention of the dematerialised processes, particularly in terms of identification of the recipient,
companies of the Ecocert Group and/or third parties for the performance of the whether these conditions come from Ecocert or from third parties, and (iii) to grant
service and accepts in particular that the fees relating to the performance of the it the same legal value as the one it attaches to paper or written documents, as
service shall be paid to the entity that has been authorised by Ecocert to issue the permitted by French laws and regulations. In addition, the parties agree on the
Quotations and corresponding invoices. In the same way, the Client accepts that probative value of exchanges by emails or via the Client Portal and of the scanned
this entity is authorised to start legal proceedings before the competent courts of and digitalised signature beside the name, as well as their respective reproduction,
the Client’s domicile in order to recover the said fees. in particular for the signature of the audit report or sampling forms.
16.2 In any case, Ecocert shall remain operationally, financially and legally 20.2 Unless otherwise provided by the Scheme, and in order to ensure the
responsible toward the Client for the delegated or subcontracted activities. effectiveness of audits (particularly unannounced), the Client expressly accepts
that the audit report and sampling forms may be signed by any person present at
ARTICLE 17. TRANSFER OF THE CONTRACT the audited site at the time of the audit, regardless of their status, who the auditor
A party may not transfer the Contract to a third party in any way unless prior may legitimately believe is entitled to represent the Client at that time, their
written approval has been given by the other party. However, the Client accepts in signature therefore constituting proof of presence at the audit or sampling, and of
advance that Ecocert is free to transfer the Contract to another company of the receipt of the audit report or the sampling forms by the Client itself.
Ecocert Group in any way, subject to the respect of the applicable accreditation ARTICLE 21. LANGUAGE
requirements.
The language of the Contract is French. A translation into another language may
ARTICLE 18. FORCE MAJEURE be sent to the Client upon request but shall not be binding in the event of a dispute.
18.1 Neither party shall have failed to fulfil its contractual obligations to the
ARTICLE 22. MISCELLANEOUS
extent that their performance is delayed, hindered or prevented by force majeure.
22.1 Ecocert reserves the right to deny an application for certification from a
18.2 Force majeure shall mean any event beyond the control of a party, which
client or a third party for any legitimate and non-discriminatory reason, in
could not reasonably have been foreseen when the Contract was signed, the
particular in the event of an existing dispute with that client over the payment of
effects of which cannot be avoided by any appropriate measures, and which
a previous service.
prevents that party from performing its obligation. The events which are explicitly
considered as force majeure, beside those usually admitted by the case law of the 22.2 The articles 6 (Making available information on the assessed Products and
French courts, are, without limitation: natural disasters, earthquakes, fires, storms, the Client), 10 (Confidentiality and Intellectual Property), 11 (Protection of
floods, epidemic, wars, terrorist activities, strikes, impossibility of the use of public Personal Data), 13 (Liability and Insurance) and 23 to 25 (Dispute resolution) shall
or private transport or telecommunications networks, failure to obtain permits, remain in force after the expiration, termination, nullity or voidness of the Contract
licences, visas or other types of records. for any reason whatsoever.
18.3 The party affected by such circumstances shall notify the other party as 22.3 The Client undertakes (i) when entering in this Contract, not to be subject
soon as possible and by any means, the Contract and the certification being to any economic or commercial sanction established by a competent national,
suspended until the resolution of the impediment. In case of persistent European or international authority, in particular the United Nations Organization,
impediment beyond a reasonable time, any party shall be entitled to terminate the the U.S. of Industry and Security or the U.S. Office of Foreign Assets Control
Contract with immediate effect by sending the other party a written notice. (“OFAC”) and not to reside, have its establishment or its registered office in a
region subject to economic or trade sanctions established by said authorities and
ARTICLE 19. NOTICES (ii) during the Contract, to immediately inform Ecocert of any new sanction
19.1 Unless otherwise expressly specified in the Terms and Conditions, the concerning it, it being specified that, in that case, Ecocert will no longer be able to
notices to be given under the Contract may be sent by any means, including via provide the Client with its Products certification services according to the TE
on-line notices or notices filed on the Client Portal, in French or in English. In case Standards, thus resulting in the termination of the certification and of the Contract
the parties wish to give an official character to a notice, they shall use a mode by Ecocert in accordance with the procedures set out in article 9.4.
which allows them to prove the date of receipt by the receiving party.
ARTICLE 23. APPLICABLE LAW
19.2 It is the responsibility of each party to provide the following information in This Contract is governed by French law.
accordance with the provisions applicable to personal data:
ARTICLE 24. EXHAUSTION OF REMEDIES
(i) the information necessary for the proper receipt of any letter or e-mail sent
by the other party for the performance of the Contract, The Certification Process provides, where applicable, for appeals against Ecocert's
decisions, which shall be used before any appeal to the competent courts.
(ii) the names and contact details within its entity necessary to the other party
for the proper performance of the Contract, ARTICLE 25. COMPETENT COURTS

and to promptly notify the other party of any changes thereto. Except for the recovery procedures described in article 16.1, ANY DISPUTE ARISING
FROM THE CONTRACT WHICH CANNOT BE SETTLED OUT OF COURT SHALL BE
19.3 Where applicable, it is the Client’s responsibility to provide, in compliance SUBJECT TO THE JURISDICTION OF THE COMMERCIAL COURT OF TOULOUSE,
with the provisions applicable to personal data, the name and contact details of FRANCE.
the person it shall appoint within its entity as the Client Portal administrator, and
to promptly notify Ecocert of any change in this regard.
19.4 Any letter or e-mail, registered or not, which is rejected or refused by a
party, or unable to be delivered due to a change of contact details that has not
been notified to the other party, shall be considered as delivered at the date of
such rejection, refusal or inability to deliver. Any registered letter that is not
collected by a party shall be considered as delivered on the date of its first
presentation. Any document made available on-line or uploaded to the Client
Portal by Ecocert shall be deemed to have been notified as from the date of on-
line release, provided that the Client has been notified of it by e-mail.
ARTICLE 20. DEMATERIALISATION
20.1 The Client agrees (i) that Ecocert may resort to the dematerialisation of
some processes used in connection with the performance of the Contract, and
including the electronic registered letter, electronic invoice or electronic signature,

Ecocert Greenlife
BP 47 – Lieu-dit Lamothe Ouest Tél. (+33)5 62 07 34 24 6
a simplified limited liability company, capital €50,000
SIREN 509 534 095 RCS AUCH 32600 L’Isle Jourdain, France www.ecocert.fr