Participant terms and conditions
1. Introduction
1.1 PLEASE READ THESE TERMS AND CONDITIONS (THE TERMS) CAREFULLY BEFORE USING THE TRACR WEBSITE AND PLATFORM, ACCESSIBLE VIA WWW.TRACR.COM AND ANY TRACR AUTHORISED SUB-DOMAINS (THE TRACR PLATFORM). BY ACCESSING THE TRACR PLATFORM OR USING THE SERVICES (AS DEFINED BELOW), YOU (THE PARTICIPANT) CONFIRM THAT YOU ARE 18 YEARS OF AGE OR OLDER, ACCEPT THESE TERMS AND THAT YOU AGREE TO COMPLY WITH THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE TRACR PLATFORM OR SERVICES. THESE TERMS FORM THE AGREEMENT (THE AGREEMENT) BETWEEN YOU, AS THE PARTICIPANT, AND TRACR (AS DEFINED BELOW).
1.2 The Terms apply to the Participants’ use of the Tracr Platform. Unless any other specific terms and conditions are made available by us, these Terms also apply to any/all services, products and tools made available by Tracr either through the Tracr Platform or through a link or portal provided by us (such services, products and tools, together with the Tracr Platform, are referred to in these Terms as the Services). The Services to which these Terms apply also include any and all of the associated services, functionality, integrations and documentation made available by Tracr.
1.3 The Services are provided by Tracr Limited, acompany incorporated under the laws of England and Wales under company number07816513 with principal place of business at 1 Giltspur Street London EC1A 9DD(Tracr, we, us, our). Our VAT number is GB243565264.
1.4 Please read these Terms carefully as they set out the basis on which you may access, and/or use the Services and all associated features, content, materials, data and information made available to you by us, (for the avoidance of doubt, excluding any content uploaded by any Participants) (Tracr Content). Please also see our Privacy Notice (https://www.tracr.com/legal/privacy-policy) which sets out details of how we will process personal information.
1.5 We may revise these Terms at any time by posting a revised version on the Tracr Platform or relevant log-in page for the Services, or by otherwise notifying you by email to the email address associated with your account. Any changes made to these Terms will be effective from the date stated at the end of these Terms, please therefore ensure you read these Terms each time you access the Tracr Platform and/or the applicable Services. It is your responsibility to check the Terms for any modifications. If you do not accept any new Terms we make available then you should not use the applicable Services.
1.6 By accessing the Tracr Platform and/or using the Services, you are confirming to us that you have read these Terms and that you: will only access and/or use the Services in your capacity as a representative of a business or company (where applicable being the specific legal entity you notified to us as part of any sign-up process required for the applicable Services) and not as a consumer; and agree to be bound by these Terms.
1.7 Where you notify us, as part of any sign-up process, that you are a representative of a particular business or company (for instance, by using your company email address), you warrant that you have the authority to bind the legal entity of such business and/or company to these Terms and that such business and/or company will comply with these Terms.
1.8 To the extent that we have applicable pre-existing rights to use information already provided to an entity in our group by you, this will be used to satisfy KYC requirements. However, we reserve the right to request additional information to comply with applicable laws and regulations to the extent this is necessary. You shall notify us if any of the information previously provided is now out of date and/or has otherwise changed.
1.9 The following additional terms will also apply, and you agree that you shall comply with such additional terms, depending on which type of Participant you are:
(a) Annex 1: Authorised Producer additional terms;
(b) Annex 2: Manufacturer/Wholesaler additional terms; and
(c) Annex 3: Retailer additional terms.
2. Contacting Us
If you would like to contact us for any reason in connection with the Services, including to make a complaint about the Services or anything contained in them, please contact us at contact@tracr.com.
3. Age Limits
The Services are intended to be accessed and/or used by persons who are at least 18 years old. If you are under 18 years old, please do not access and/or use the Services. By accessing and/or using the Services, you are confirming to us that you are at least 18 years old. Your ability to access and/or use the Services may be terminated without warning if we have any reason to believe that you are younger than 18 years old.
4. Platform Operation
4.1 The Services are used and/or the Tracr Platform may be accessed by the following Participants and other entities in the supply chain:
(a) Authorised Producers: The entities that have signed up to the Tracr Platform which mine the diamonds.
(b) Manufacturers: The entities that have signed up to the Tracr Platform which manufacture the diamonds.
(c) Wholesalers: The entities that have signed up to the Tracr Platform which wholesale the diamonds.
(d) Approved Laboratories: The laboratories that have been approved by Tracr and signed up to terms with Tracr (registered with the Responsible Jewellery Council (RJC)) and that are engaged by Manufacturers/Wholesalers to determine the value of the diamonds and provide inscription services on behalf of the Manufacturers/Wholesalers.
(e) Retailers: The entities that have signed up to the Tracr Platform which sell the diamonds in retail.
(f) Authorised Marketplaces: The online retail marketplaces that: (i) have signed up and are bound by the Authorised Marketplace Terms and Conditions (https://www.tracr.com/legal/marketplace-terms-and-conditions); (ii) are approved by Tracr and have obtained the relevant permissions in accordance with the Authorised Marketplace Terms and Conditions (https://www.tracr.com/legal/marketplace-terms-and-conditions); and (iii) have the requisite authentication provided by Tracr. Authorised Marketplaces may list a Participant’s diamonds on their online marketplace, in partnership with and engaged by a Participant (and not Tracr) and may display the Diamond Experience (as defined in clause 5) for relevant diamonds (as detailed in clause 10).
(g) Consumers: Customers who purchase diamonds from Retailers and/or Authorised Marketplaces.
4.2 A Participant may perform one or more of the roles listed in clauses 4.1(a)–(g) inclusive above, in which case it shall be bound by all the additional terms relevant for each type of Participant role it performs.
4.3 The Authorised Producer will be responsible for uploading and registering rough diamonds on the Tracr Platform at box level and the Authorised Producer shall be responsible for complying with the obligations as set out in Annex 1. This uploaded data includes box ID, carat weight and the number of diamonds as well as details of the relevant customer.
4.4 The Manufacturer then registers the rough diamonds they have purchased from the Authorised Producer. Once these Terms have been accepted, the Manufacturer will be able to utilise their dedicated instance of the Tracr Platform. Rough diamonds are then registered by the Manufacturer to the Tracr Platform using Tracr’s data integration tool (Data Integration Tool) or the Tracr API (as defined in clause 10.1). The Data Integration Tool will check that all mandatory data is provided in the correct formats and check the volume and number of diamonds loaded does not exceed the totals for the box number provided. Tracr will then run the box check reconciliation report and will communicate any incomplete boxes or inconsistencies. Each rough stone registered by the Manufacturer will be given a unique reference number (Parent ID), and then when the rough stone is split and then polished, each stone derived from the rough stone will be given a unique identifier for a digital asset attached to a diamond’s record which will be linked to the Parent ID (Tracr ID). If the rough stone is only polished into one stone rather than split into two or more stones, then the Tracr ID will be the same as the Parent ID. It is prohibited to re-use or otherwise associate a Tracr ID with any stone or diamond that is not registered on the Tracr Platform. Provided that an inscription number has been recorded on Tracr against the polished diamond, the Manufacturer may transfer the diamond to another Participant, as set out in clause 4.5 below.
4.5 Onward sales of polished inscribed diamonds may be registered on the Tracr Platform. A Wholesaler may only receive a diamond via transfer on the Tracr Platform if the diamond has been inscribed by the Manufacturer. When the Manufacturer or Wholesaler sells a Tracr registered diamond, in order for that transfer to be recorded on the Tracr Platform the purchaser of that diamond must be signed up to Tracr and the selling Manufacturer or Wholesaler must share the digital asset code relating to that diamond with the purchaser. The transfer of ownership of the diamond will then be registered on the Tracr Platform, and that diamond record will move to the purchaser’s Tracr inventory. It is the responsibility of the seller to share the digital asset code with the purchaser for the diamond(s) they have sold to them and Tracr has no liability in respect of this. If a diamond is sold before the purchaser is fully registered on Tracr, the transfer will not be able to be registered and the seller will have to share the digital asset code once the purchaser is signed up as a Participant. For the avoidance of doubt, Tracr shall have no liability for any delay in transfer registration and provides no guarantee that a purchaser who is a Non-Participant (as defined in clause 5.2.2) when they purchase Tracr registered diamonds, will be admitted as a Tracr Participant.
4.6 A Participant’s “Inventory Management Screen” on the Tracr Platform displays diamonds uploaded to the Tracr Platform that are in the possession of that Participant (provided that the appropriate transfer recording steps have been carried out by the Participants). Manufacturers, Wholesalers and Retailers can utilise the “Inventory Management Screen” on their instance of the Tracr Platform to view their inventory and see what information has been loaded against the diamonds in their inventory and their origin.
4.7 Participants shall ensure that, at the point of inscription, the Approved Laboratory verifies that such diamonds that are registered on the Tracr Platform are natural.
5. Diamond Details, Look Up and Share functionality
5.1 Through the Tracr Platform, a record will be created for each diamond uploaded to the Tracr Platform, which will include elements of the Participant Content (as defined in clause 13.1) describing the details of the diamond (Diamond Details), together with the uniquely assigned Tracr ID. You will hold, and be able to access, the Diamond Details for each Tracr registered diamond that you own up until you transfer ownership of that diamond, at which point the Diamond Details for that Diamond will then move to the URL of the Participant you transfer the diamond to and your designated URL will no longer link to the relevant Diamond Details page.
5.2 The Diamond Details for an individual diamond can be accessed in the following ways:
5.2.1 A Participant can access the Diamond Details for all the diamonds in its inventory, via the full inventory list of diamonds accessible via the Participants URL;
5.2.2 You as a Participant will be able to share with other Participants or third parties not signed up directly to the Tracr Platform (Non-Participants) a link to the Diamond Details of any of the diamonds in your inventory (Diamond Share) in accordance with clause 6 below; or
5.2.3 If anyone has the Tracr ID for a diamond, and knows which Participant currently has the diamond in their inventory, that person can search for the Diamond Details using a combination of the Tracr ID and the owning Participant’s URL (Participant Level Search).
5.3 In addition to the above, Participants and Non-Participants, are able to access a Consumer facing record of that diamond (Diamond Experience) via the publicly accessible Tracr search function (Global Search). For a diamond to be eligible to have a Diamond Experience page, the diamond must have “Certified” status, as per clause 7.1(b). For the avoidance of doubt, Participants may also share a non-time limited link to a Diamond Experience with Non-Participants in accordance with clause 9 below.
6. Diamond Share
6.1 The Diamond Share is designed and intended to be used by, and shared with, business users only for the purpose of evaluation of the diamond and confirmation that the diamond is registered on Tracr as part of a business to business sales transaction and should not be shared with Consumers or used to market and/or sell to Consumers.
6.2 You can issue a Diamond Share from your Inventory Management Screen to Non-Participants, pursuant to this clause 6 and clauses 8 - 10 (inclusive) below, provided that they are acting in a business capacity.
6.3 You may, at your discretion, use the Diamond Share in accordance with the terms set out in this clause 6. Tracr may revise this clause 6 at any time by posting a revised version of these Terms. Any changes made to this clause 6 will be effective from the date stated at the end of these Terms. Please check these Terms each time you use the Diamond Share to ensure you understand the terms that apply at that time.
6.4 Tracr reserves the right to change, edit, suspend access to, or delete any Diamond Share or any part of them at any time. The Diamond Share is designed and intended to be used by, and shared with, business users only, and are not intended to be shared with consumers.
6.5 Users of Diamond Share acknowledge and agree that the Diamond Share is provided on an “as-is” and “as-available” basis. The data and other content contained within the Diamond Share are provided for general information only and do not constitute an offer for purchase of any kind. The Diamond Share and the data and content contained therein are not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of a Diamond Share or any part of it.
6.6 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. Please note that the Diamond Share is made available to you for commercial use only. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
6.7 The Diamond Share contains Participant Content. Tracr has no control over the Participant Content and the inclusion of Participant Content on a Diamond Share should not be interpreted as approval or endorsement by Tracr of the Participant Content or information you may obtain from it.
6.8 Tracr Content in a Diamond Share belongs to Tracr and/or its licensors (including users of the Tracr Platform) and is protected by intellectual property laws (including copyright and trade mark rights) around the world. Tracr™ and its associated logos are trade marks of the De Beers Group of companies. You are not permitted to use them without our approval, unless otherwise permitted under these Terms. You are not permitted to modify or create derivative works from a Diamond Share or any part of it without our prior approval.
7. Claims
7.1 The Tracr Platform enables Participants to make certain marketing claims about their diamonds which are on the Tracr Platform, depending on the level of checks the diamonds or the Participant submitting the diamond has undergone. Diamonds may be labelled as “Assured” or “Assured and Certified” as follows:
(a) Assured: This claim requires the minimum requirements and criteria as set out in {Assured Criteria} (Assured Criteria) to be met.
(b) Assured and Certified: This claim means that an Assured diamond has been graded by an Approved Laboratory and marked with an inscription. This claim is achieved when the grading certificate is uploaded together with the diamond’s inscription number, on the Tracr Platform and provided that the Manufacturer/Wholesaler has provided all the necessary information.
7.2 Once a diamond achieves “Certified” status, it will maintain its “Assured” status (provided that the diamond continues to meet the Assured Criteria when it was graded and thereafter). The inscription provides the ability to track back to the diamond’s original provenance, even if (following the inscription) there is a break in the chain of custody as registered on Tracr. The chain of custody refers to an unbroken and documented chain of legal ownership of a diamond, recorded on the Tracr Platform. When all changes in legal ownership have been recorded on Tracr by the legal owners of the diamond, then there is no break in the chain of custody. Conversely, if there is a break in the chain of custody as registered on Tracr prior to inscription, the diamond will no longer have “Assured” status and the full transfer and status of legal ownership will not be reflected on the Tracr Platform. In this case, the last transfer registered on the Tracr Platform will be reflected.
7.3 The above labelling allows the holder of the diamond to make marketing claims about that diamond including the appropriate label provided such marketing claims are at all times in accordance with the Tracr brand guidelines, available at https://assets.website-files.com/639abecece8fc0afff967a46/646cca8a5bd381a5a35a0500_Tracr%20Brand%20Guidelines%20V1.0.pdf, as may be updated by Tracr from time to time (Brand Guidelines). However, note that if there is a break in the chain of custody on the Tracr Platform at any point before the diamond is Certified (as per clause 7.2 above), the Tracr Platform will no longer be able to provide up to date details of the provenance of the diamond and any further reference to Tracr is not permitted going forward in relation to such diamond.
7.4 You warrant and represent that:
(a) if you make any sort of Assured claim, such diamond meets all the Assured Criteria at the time of such claim; and
(b) should the grading of the diamond, or compliance with the Assured Criteria change, you shall update the relevant record on the Tracr Platform and in any of your associated marketing materials, to reflect this.
7.5 Tracr reserves the right to update and/or otherwise amend the Assured Criteria at any time.
7.6 You must not be misleading about any status or claim made in relation to a diamond on the Tracr Platform and shall not advertise that a diamond has a level of status or claim that it does not.
8. Access to and use of the Services
8.1 The duration of the Agreement shall be one (1) month from the date on which you first access the Tracr Platform and/or use the Services (the “Initial Subscription Term”). Following expiry of the Initial Subscription Term, the Agreement shall continue for subsequent renewal periods of one (1) month (each a “Renewal Period”), unless terminated by either Party on at least one (1) months’ notice. The Initial Subscription Term and each Renewal Period shall be referred to together as the “Subscription Term”.
8.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-assignable, non-transferable, revocable licence to use the Services in accordance with these Terms. You may use the Services only as expressly permitted in these Terms unless, if applicable, any other Services specific terms and conditions are made available to you by us. Violation of these Terms may result in the suspension or termination of your use of the Services.
8.3 Subject always to clause 16, if you refer to Tracr in association with any of your diamonds in any format including but not limited to your marketing, on your own website, platform and/or systems, you agree that you shall:
(a) ensure any such reference to Tracr is at all times in accordance with the Brand Guidelines (as defined in clause 7.3);
(b) only use the Tracr name in respect of data that has actually been recorded and/or made available as part of the Services and shall not at any time attempt to associate Tracr with any other data;
(c) ensure that all data referenced in association with Tracr is accurate and up to date and ensure that you refresh any data at least monthly (where applicable), unless otherwise notified by Tracr;
(d) wherever you have referenced Tracr in association with any of your diamonds, ensure that a live accessible link to the source data on the Tracr Platform is also made available;
(e) not embed any link to the Tracr Platform and/or reference Tracr in any non-fungible token (NFT) or other digital asset unless otherwise agreed by Tracr in writing;
(f) ensure you do not include any false or misleading claims alongside or in relation to any Tracr reference; and
(g) not re-brand, amend or copy any parts of either the Diamond Details and/or the Diamond Experience and shall always provide a link to the live Diamond Experience on the Tracr Platform, unless Tracr has provided written consent permitting you to do otherwise.
8.4 If you are a Participant, you may share your unique identifier provided to you by Tracr (Participant ID) and the Tracr ID(s) of stones that you are listing with an Authorised Marketplace. If you share your Participant ID and a Tracr ID with an Authorised Marketplace, you shall procure that the Authorised Marketplace enters into the Authorised Marketplace Terms and Conditions (https://www.tracr.com/legal/marketplace-terms-and-conditions). Whilst Tracr may decide (in its discretion) whether to provide access to the Tracr API, it is the Participant’s responsibility to: (i) engage and grant the relevant permissions to display any of Participant’s diamond(s) and the associated Participant Content (using the Participant ID and Tracr IDs) on any marketplace; and (ii) manage the Participant ID, Tracr IDs and diamond related content displayed. It is the responsibility of the Authorised Marketplace to: (i) obtain the relevant permissions to display a Participant’s diamond(s) and the associated Participant Content (using the Participant ID and Tracr IDs) on its marketplace; and (ii) ensure that any information displayed on its marketplace is accurate, complete and up to date (including in relation to availability status). Tracr disclaims all liability (to the extent permitted by applicable law) in relation to the foregoing, the content accessed and displayed via Tracr’s API on the Authorised Marketplace, and any misuse of the Tracr API and/or Tracr ID(s) and/or Participant IDs. You acknowledge and agree that Tracr solely facilitates such sharing of data between any Authorised Marketplace and Participants, via the Tracr API.
8.5 When using the Services, you agree that you will:
(a) only use the Services in accordance with any parameters and specifications that we have made available to you from time to time;
(b) ensure that where you are using a marketplace to sell your diamonds you shall:
(i) only share your Participant ID and Tracr IDs with Authorised Marketplaces; and
(ii) make it clear that the Authorised Marketplace is only permitted to use your Participant ID and the Tracr ID for the purposes of displaying the Diamond Experience on its platform, and is prohibited from displaying the Participant ID and/or Tracr ID itself on the platform or otherwise making the Participant ID and/or Tracr ID publicly accessible;
(c) not download, screenshot or use the Tracr “Assured” or “Assured and Certified” status independently without including a live link to the relevant Diamond Experience, other than for your own internal purposes;
(d) ensure that you and any Authorised Marketplace you share your Participant ID and/or Tracr IDs with always provide a link to the live Diamond Experience on the Tracr Platform when referring to a diamond for any purpose (including but not limited to marketing purposes) and that any references to Tracr are at all times in compliance with these Terms and the Brand Guidelines;
(e) unless specifically requested by us (or except in relation to any personal information provided as part of the registration process and/or as part of our compliance and “KYC” checks), not use the Services to share with us any information (including as part of any content, information, data and/or other materials you may have uploaded to any of the Services) which directly or indirectly may identify yourself or any other individual (including without limitation any “personal data” and/or any “personally identifiable information” or “PII”);
(f) not reverse engineer, decompile, disassemble or otherwise attempt to obtain the Services’ source code, other than as permitted by applicable law;
(g) subject to clause 16, not copy, display or otherwise use the Tracr Content outside of the applicable Services unless otherwise permitted under these Terms;
(h) not use software (including any spider, scraper or bot) to monitor, harvest or copy any Tracr Content/Participant Content from the Services;
(i) not use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive;
(j) not use the Services to bully, insult, intimidate or humiliate any person;
(k) not use the Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
(l) not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device;
(m) not make network connections to any users, hosts, or networks unless you have permission to communicate with them;
(n) not use an unreasonable amount of bandwidth, or adversely impact the stability of the Services or the behaviour of other applications using the Services; and/or
(o) use the Services in a way that could create, in our sole discretion and judgment, an unreasonable risk to users from a security or privacy perspective.
8.6 We reserve the right, but do not assume the obligation, to monitor and/or investigate any violation of these Terms or misuse of the Services and we may remove, disable access to, obscure or modify any Tracr Content or Participant Content or resource that violates the Terms or any other agreement we have with you for use of the Services. We reserve the right to monitor the use of the Tracr Platform for compliance with these Terms.
8.7 If you breach (or we reasonably suspect that you have breached) any provision of these Terms, your authorisation to access and/or use the Services may be suspended or terminated. You must promptly report any breach of these Terms to us.
8.8 Subject to clause 16, you acknowledge that all Tracr Content is confidential and proprietary to us and, as such, you will keep all such Tracr Content confidential and will not use or display any Tracr Content outside of the Services.
8.9 You agree to comply with all reasonable instructions that we may give you regarding your use of the Services. You agree that we may delete any information, data and/or other materials you may have uploaded to any of the Services that does not comply with these Terms.
8.10 You are responsible for obtaining and configuring (at your own cost) all necessary devices, computer programs, IT, platforms and telecommunications services required to access and use the Services.
8.11 You are responsible for ensuring that no person uses your account and/or device to access the Services without your permission. We will be entitled to assume that anyone who accesses the Services using your account and/or device has your permission to do so, and you will be responsible for any charges, costs, losses or liabilities that may be incurred by any such persons. You understand that all end users which are authorised by you to access and use your account will be able to view the entire inventory in the account and that there is currently no functionality to grant limited access to certain sub-sets of the account inventory.
8.12 Please note that your use of the Tracr Platform does not replace the need for you to retain all necessary copies of invoices and documents evidencing ownership of any diamonds that are registered on the Tracr Platform as may be required to satisfy your obligations under any other agreements as well as any other audit, import/export and other compliance requirements that might be applicable to you from time to time.
8.13 Platform usage analytics can be provided on request directly from the Tracr Support Team.
9. Sharing Diamond Details and/or Diamond Experience with Non-Participants
9.1 If you share or facilitate access to the Diamond Details page and/or Diamond Experience with a Non-Participant, you shall procure that such Non-Participant acknowledges and agrees to the terms in clause 9.2 in relation to its use of the Diamond Details and/or Diamond Experience.
9.2 You acknowledge and agree (and shall procure that any Non-Participant acknowledges and agrees) that:
9.2.1 all use of any Diamond Details and/or any Diamond Experiences must reference Tracr in accordance with clause 16 of these Terms and you may add a hyperlink on your business facing sales channel, provided that such reference contains reference to Tracr and the Tracr logo, subject to the restrictions set out in these Terms;
9.2.2 you must not use Tracr Content or any Diamond Details and/or any Diamond Experiences to misrepresent diamonds at sale;
9.2.3 Tracr reserves the right to change, edit, (permanently or temporarily) suspend access to, or delete Diamond Details and/or any Diamond Experience and the data and content contained therein or any part of it at any time;
9.2.4 all Diamond Details and Diamond Experience are provided on an “as-is” and “as-available” basis and no warranties are given in relation to accuracy, errors and availability;
9.2.5 the data and other content contained within the Diamond Details and Diamond Experience are provided for general information only and do not constitute an offer for purchase of any kind;
9.2.6 the Diamond Details and Diamond Experience and the data and content contained therein are not intended to amount to advice which should be relied upon and professional or specialist advice must be obtained before taking, or refraining from, any action on the basis of any Diamond Details and/or Diamond Experiences or any part of it;
9.2.7 the Diamond Details and Diamond Experience pages contain Participant Content and Tracr has no control over the Participant Content and the inclusion of Participant Content on Diamond Details and Diamond Experience should not be interpreted as approval or endorsement by Tracr of the Participant Content or information you may obtain from it;
9.2.8 Tracr Content in Diamond Details and Diamond Experience belongs to Tracr and/or its licensors (including other users and/or Participants on the Tracr Platform) and is protected by intellectual property laws (including copyright and trade mark rights) around the world. Tracr™ and its associated logos are trade marks of the De Beers Group of companies. You are not permitted to use them without our approval, unless otherwise permitted under these Terms and you are not permitted to modify or create derivative works from any of the Diamond Details and/or Diamond Experience pages or any part of it without our prior approval; and
9.2.9 you may use Diamond Details in promotion of your own diamonds, but you may not sell on to other blockchains or retailers without Tracr’s prior approval.
10. Tracr API
10.1 Upon request from a Participant to do so, Tracr may provide Authorised Marketplaces and/or Approved Laboratories with the Tracr API (meaning the set of functions and procedures that allow both Tracr and the Authorised Marketplaces’ and/or Approved Laboratories’ applications to communicate with each other, and all of the associated services, functionality, integrations and documentation that links to the Tracr systems). The provision of an API link to Approved Laboratories is set out in Annex 2.
10.2 The Tracr API will enable an Authorised Marketplace that has been provided with a Tracr ID and a Participant ID by a Participant to: (i) extract the Diamond Experience for the relevant diamonds; (ii) display the Diamond Experience for the relevant diamonds on its marketplace; and (iii) include links to Diamond Experience for a particular diamond directly from the Tracr platform.
10.3 As a Participant, you may provide your Participant ID and the Tracr IDs of the diamonds you own to an Authorised Marketplace for the purposes set out at clause 10.2, above. By sharing your Participant ID and the Tracr ID(s) of your diamonds to Authorised Marketplace(s) you are giving such Authorised Marketplace permission to do the activities listed at clause 10.2, above.
10.4 As a Participant you may also request use of the Tracr API. If you are using the Tracr API, you may use it to develop, test, and support your application, and allow users to use your integration of the API within your application.
10.5 We do not guarantee that the Tracr API will always be available or that it will be updated. You understand that we may suspend, restrict access to or discontinue the Tracr API or make changes to the API at any time for any reason or no reason without notice or liability to you. If we plan to discontinue the Tracr API, we will endeavour, but are not obliged, to notify you of the discontinuance of the API reasonably in advance of the date on which such discontinuance takes effect.
10.6 Tracr is not responsible for the use or potential misuse of a Tracr API. You acknowledge and agree that Tracr solely facilitates such sharing of data between you and a third party via the API.
11. Accounts
11.1 In order to access and/or use certain of the Services, you may need to register for an account (for example on a sign-up page). To register for such an account, you will generally need to complete a registration form which will require you to submit an original username and password. For certain of the Services, you will first send us user credentials which we will use to provision user access to a particular instance. We reserve the right to refuse to accept any user for any reason. Only one account per user is permitted for use of the Tracr Platform.
11.2 Any account you or we create in relation to your use of any of the Services is personal to you and you are not entitled to transfer your account to any other person. You agree to take all steps necessary to protect any of your account log in details and keep them secret. You shall not give such log in details to anyone else or allow anyone else to use your login details or account (whether within or outside of your business or company).
11.3 We will be entitled to assume that anyone logging into any account of yours using your log in details is you. If you fail to keep any login details secret, or if you share any login details or account with someone else (whether intentionally or unintentionally), you accept full responsibility for the consequences of this and agree to fully compensate us for any losses or harm that may result. We will not be responsible to you for any loss that you suffer as a result of an unauthorised person accessing any account and/or using the Services and we accept no responsibility for any losses or harm resulting from its unauthorised use, whether fraudulently or otherwise.
11.4 For the Services where we manage the user set-up, you are responsible for informing us of any users who have left your organisation in order to arrange for the relevant accounts to be disabled.
12. Payment
12.1 Tracr reserves the right to introduce any fees and/ or charges in relation to the Services (Charges), subject to providing you at least 30 days’ notice before such Charges will be charged. Once Tracr has provided notice of its intention to introduce such Charges, you shall have the right to terminate the Agreement at any point before the date on which such Charges are charged. Once Tracr has implemented such Charges, the below clauses 12.2 to 12.9 shall apply.
12.2 Charges, once implemented,, will be charged as notified by Tracr. You shall pay each invoice within the time frame specified by Tracr after the date of such invoice, by bank / wire transfer. If Tracr has not received payment within the time frame specified, and without prejudice to any other rights and remedies of Tracr:
(a) Tracr may, without liability to you, disable your password, account and access to all or part of the Services and Tracr shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid and you shall remain responsible for all fees and Charges incurred during the period of suspension; and
(b) Tracr reserves the right to charge interest accruing on a daily basis on such due amounts at a monthly rate of 1.5% (or the highest rate permitted by law, if less) above the base rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
12.3 All amounts and Charges stated or referred to in these Terms are exclusive of value added tax (VAT), which shall be added to the invoice(s) at the appropriate rate where applicable. Where VAT (or a VAT equivalent) is due, either by way of the relevant VAT law or as directed by HMRC or a local tax authority, Tracr will invoice this to the customer and the customer will pay the VAT to Tracr.
12.4 All sales and use taxes (Sales Taxes), if any, due under the laws of any U.S. state or local government authority imposed against or on the Charges shall be paid by you. You indemnify and hold Tracr harmless from and against, any such Sales Taxes.
12.5 In the event Tracr is required by law to pay a Sales Levy (as defined below) with regards to the Charges under these Terms, the Charges payable by you shall be increased to an amount which ensures that the net amount received by Tracr (after the relevant Sales Levy is paid) is equal to the full amount Tracr would have received under these Terms in the absence of such a Sales Levy.
12.6 Sales Levy means equalisation levy, or any other financial levy imposed by a government and/or a regulatory authority on digital transactions undertaken in connection with the relevant jurisdiction, that will be added to the Charges, payable by you (as applicable). For the avoidance of doubt, the Sales Levy does not refer to any income or withholding taxes that may be imposed on digital transactions by a government or regulatory authority.
12.7 Any amounts paid/payable to Tracr shall be without any setoff, counterclaim, deduction or withholding. Where withholding taxes are applicable to a client due to their tax jurisdiction, then payments to Tracr shall be grossed up accordingly to ensure that monthly invoices are settled in full reflecting the amount invoiced.
12.8 It will be your responsibility to undertake all tax and regulatory compliances including but not limited to intimating/registering the Terms with the tax authorities in their country as applicable or required under the laws of that country and you agree to indemnify Tracr against any action taken or tax, interest or penalty demanded by the aforesaid tax authorities on account of any non-compliance.
12.9 Tracr shall provide at least 30 days’ notice before revising any fees and Charges in relation to the Services. Tracr reserves the right to increase any fees and Charges by the percentage increase in the Retail Prices Index published by the Office for National Statistics (or any successor) (RPI) across the previous 12 month period.
13. Uploading content and data to the services
13.1 You retain all of your ownership rights in any content, information, data, images or text which you upload via the Services (Participant Content). You hereby grant us, our service providers, and any other relevant Participant (including those to whom you transfer ownership of the digital asset on the Tracr Platform), a worldwide, sublicensable, non-exclusive, royalty-free, transferable licence to use, reproduce, store, distribute, prepare derivative works of, display, share and copy Participant Content in connection with the Services and so that we can provide the Services (including to all Participants) and further develop the Services including the conduct of internal testing. In relation to the foregoing, you acknowledge and agree that your Participant Content may be shared with other Participants and other entities in the supply chain (including without limitation Approved Laboratories, Authorised Marketplaces and Consumers). You warrant that the Participant Content which concerns a physical diamond asset which you upload to the Services relates to a physical, natural diamond asset which you legally own, has not been swapped or otherwise tampered with (including, but not limited to placing a fake inscription or swapping a physical natural diamond asset registered on the Tracr Platform with a lab grown, artificial diamond asset) and, where you yourself are not an Authorised Producer, has been purchased from an Authorised Producer.
13.2 When you submit Participant Content to the Tracr platform it is as associated with the relevant digital asset on the Tracr ledger. Following submission of the Participant Content to the Tracr Platform, the subsequent transfer of the digital asset is managed by Tracr. Tracr uses its reasonable endeavours to assure accuracy, validity, and consistency of the original data at the point of their submission to the Tracr Platform by the Participants (including by only accepting certain files from certain systems). However, you acknowledge and agree that Tracr is unable to fully verify the accuracy and/or validity of the original Participant Content at the point of their submission to the Tracr platform. You represent and warrant that any/all Participant Content will be lawful, accurate, valid and complete at the point of their submission by the Tracr platform in order to create the digital asset. No representation or warranty (express or implied) is therefore given by Tracr as to the accuracy, validity or completeness of the data at the point of their submission by the Participant to the Tracr Platform in order to create the digital asset.
13.3 You are responsible for taking appropriate action to secure, protect and backup your accounts in connection with the Services and/or your Participant Content in a manner that will provide appropriate security and protection.
14. Confidentiality
14.1 To the extent access to any of Tracr (or its group companies) confidential information is given via the Services, you will hold such confidential information in confidence and not make such confidential information available to any third party, or use such confidential information for any purpose other than for the purposes of using the Services in accordance with these Terms.
14.2 You will take all reasonable steps to ensure that such confidential information to which you have access via the Services is not disclosed or distributed by you, or your employees or agents in violation of these Terms.
14.3 You may disclose such confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent you are legally permitted to do so, you give us as much notice of such disclosure as soon as possible and, where notice of disclosure is not prohibited and is given in accordance with this paragraph, you take into account our reasonable requests in relation to the content of such disclosure.
15. Maintenance and Support
If you have an issue or need support with your use of the Services and the Tracr Platform please contact us at contact@tracr.com.
16. Intellectual Property and Publicity
16.1 Tracr™ and its associated logos are trade marks of the De Beers Group of Companies.
16.2 The Services and any and all Tracr Content belong to us and/or our licensors and are protected by intellectual property laws (including copyright and trade mark rights) around the world. You are only permitted to access and use the Services and any and all Tracr Content in accordance with these Terms.
16.3 You are not allowed to distribute or transfer or communicate to the public the Services or any Tracr Content or interfere with the normal operation of the Services (e.g. you are not permitted to modify or create derivative works from the Services or any updates or any part thereof (including Tracr Content)), other than as permitted by applicable law or as specifically allowed by the functionality of the Services. Notwithstanding these restrictions, any open-source software components included in the Services will continue to be governed by the terms on which such open-source software components are generally made available to the public by the relevant open source licensing entity.
16.4 You may access and display Tracr including Tracr Platform demonstrations, the logo, brand name, trade mark or creative assets solely for the purpose of demonstrations, promotional materials, advertising, marketing or similar collateral or content, whether online or offline, with prior approval, by emailing your request to contact@tracr.com, in each case and as specifically allowed by the functionality of the Services provided that you comply with the Brand Guidelines provided to you from time to time. The right to use the Tracr logo, brand name, trade marks and any other intellectual property is for the limited purpose mentioned in these Terms. In the event that Tracr determines in its sole discretion that such demonstrations, promotional materials, advertising, marketing or similar collateral or content, whether online or offline do not comply with the Brand Guidelines and/or these Terms, Tracr reserves the right to require you to takedown and/or stop using the same.
16.5 You will comply strictly with our directions regarding any permitted use of the logo, brand name, trade mark, creative assets or any other intellectual property of Tracr (or of any member of the group of companies to which Tracr belongs) (Tracr IP), including as may be specified in any brand manual or brand guidelines notified to you. You will ensure that any/all materials you provide which incorporate any Tracr IP will include any notices and/or statements regarding the Tracr IP as notified to you by us from time to time.
16.6 Any goodwill derived from the use of any Tracr IP shall accrue to us. You will not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to any Tracr IP or the reputation or good will associated with the Tracr IP or that may invalidate or jeopardise any registration of any Tracr IP.
16.7 If you elect to provide any suggestion, enhancement, recommendation, correction or other feedback to us regarding the Services (Feedback), you grant to us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate such Feedback into the Services.
17. You will not introduce viruses or other harmful code
17.1 You must not misuse the Services by knowingly introducing viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
17.2 You must not attempt to gain unauthorised access to the Services, the server on which the Services are made available, or any server, computer or database connected to the Services. You must not attack the Services via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990.
17.3 We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately.
18. Liability
18.1 The Tracr Content is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Tracr Content.
18.2 Although we make reasonable efforts to update the Tracr Content we make no representations, warranties or guarantees, whether express or implied, that the Tracr Content is accurate, complete or up to date.
18.3 The Services and associated output are provided on an "as is" basis and we do not make, and expressly exclude, any representation or warranty of any kind, either express or implied in relation to the Services, including, without limitation, any warranties in relation to fitness for a particular purpose or in relation to quality, completeness, accuracy or reliability. We do not guarantee that the Services will always be available, be uninterrupted, secure or free from bugs or viruses, nor that the Services or any Tracr Content/Participant Content will be free from errors or omissions.
18.4 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (i) use of, or inability to use, any of the Services (including but not limited to Diamond Look Up) or any Tracr Content; or (ii) use of or reliance on any Tracr Content.
18.5 In particular, we will not be liable for: (i) loss of profits, sales, business, or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss of business opportunity, good will or reputation (v) loss of data (including without limitation the loss of any User Data); or (vi) any indirect or consequential loss or damage.
18.6 Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded, disclaimed or limited by applicable law.
18.7 Subject to the above, Tracr’s total aggregate liability in each 12 month period (the first of which commencing on the date you first access the Tracr Platform and/or use the Services) whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total annual Charges paid by you to Tracr for the Services.
19. Indemnity
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any third-party claim concerning your use of the Services (including but not limited to use of Diamond Look Up or any claim concerning any statement you make regarding status and claim of a diamond and including any activities under any account you have and/or use by your employees and personnel).
20. Links to and from the services
20.1 Where the Services contain links to other sites, products, tools, services and resources provided by third parties (Third Party Services), these links are provided for your information only. Such links should not be interpreted as approval by us of those Third Party Services or information you may obtain from them. We have no control over the contents of the Third Party Services.
20.2 You may link to the Tracr Platform, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation. The website, platform or service from which you are linking must comply in all respects with applicable laws. You must not establish a link in such a manner that suggests endorsement, association or approval on our part where none exists. We reserve the right to withdraw linking permission without notice.
21. Termination
21.1 We reserve the right to change, edit, suspend, delete and/or cancel any part of the Services (and/or your access to it) at any time with or without notice to you.
21.2 On termination of these Terms for any reason:
(a) all rights granted to you under these Terms will immediately cease;
(b) all outstanding balances and Charges shall fall due for payment;
(c) you must immediately cease all activities authorised by these Terms; and
(d) you acknowledge that we may restrict your access to the Services or any part of them.
21.3 When your use of the Services cease, any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
22. General
22.1 You acknowledge that we shall have no liability to you under these Terms if we are prevented from, hindered or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
22.2 You acknowledge that these Terms are not intended to be for the benefit of, and will not be exercisable by, any person who is not a party to them. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms.
22.3 You may not assign, sub-license or otherwise transfer any of your rights or obligations under these Terms to any other person without our prior written consent. We may transfer our rights and obligations under these Terms to another organisation. We will use reasonable endeavours to tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.
22.4 If we decide not to exercise or enforce any right that we have against you at a particular time, then this does not prevent us from later deciding to exercise or enforce that right.
22.5 The Terms represents the entire agreement between you and us relating to its subject matter and shall supersede and replace all prior oral and written understandings regarding such subject matter.
22.6 If any part of these Terms is found to be illegal, invalid or otherwise unenforceable by a court or regulator, then, where required, that part shall be deleted from these Terms and the remaining parts of these Terms will continue to be enforceable.
22.7 These Terms and any dispute arising out of or in connection with them (including any non-contractual claims) shall be governed by and construed in accordance with English law and you agree to submit to the exclusive jurisdiction of the English courts.
Terms last updated: 10 October 2023
Annex 1: Authorised Producer additional terms
Intentionally Left Blank
Annex 2: Manufacturer/Wholesaler additional terms
If you are a Manufacturer or Wholesaler using the Services, the following additional terms also apply:
1. Eligibility.
1.1. If you are a Manufacturer you warrant and represent that you:
1.1.1. are in compliance with the De Beers “Best Practice Principles” and are registered under the associated assurance programme as published by De Beers from time to time (BPP Registered);
1.1.2. have been accepted into the Pipeline Integrity programme; and
1.1.3. are entitled to purchase rough diamonds from the DTC at your regularly scheduled sights.
1.2. If you are a Wholesaler you warrant and represent that you are a member of the Responsible Jewellery Council.
2. DTC License
2. You must enter into the DTC license which is available on request or accessible at https://sightholdersignature.debeersgroup.com/ if you are a Manufacturer, or if you are a Wholesaler you must enter into a sub-license of the DTC License from the relevant Manufacturer. Your continued access and use of the Tracr Platform is conditional on your compliance with the terms and conditions of the DTC licence.
3. No aggregated sales.
3. Manufacturers and/or Wholesalers cannot sell Tracr registered diamonds using the Tracr claim to refer to the diamonds in aggregate. Manufacturers and/or Wholesalers can only make a Tracr claim in respect of selling stones registered on the Tracr Platform if the Manufacturer and/or Wholesaler provides the individual Tracr references for each individual stone being sold.
4. Diamond registration.
4. As a Manufacturer you may receive a box from an Authorised Producer. If you receive a box, you must register all diamonds for that box within ten (10) days of receipt of the relevant box. Whenever the diamond changes form, you must upload and/or update the relevant data. For example, through the splitting and polishing process you must upload more information through the Data Integration Tool or Tracr API, data of which will be appended to the diamond. Where a diamond is split into multiple pieces the resulting “child” diamonds are provided with new individual IDs which are linked to the parent, thus preserving the chain of traceability. Tracr reserves the right to conduct (and/or engage a third party service provider to conduct) independent verification checks of management systems and production processes for any reason, from time to time (including but not limited to investigate and/or support any provenance claim made in connection with diamonds registered on the Tracr Platform, with the DTC provenance, including but not limited to Pipeline Integrity standards). Participation in the annual Pipeline Integrity programme is a requirement for all Manufacturers, and any of their subsidiaries or subcontractors involved in the handling and/or the manufacturing process, registering diamonds with DTC provenance on Tracr.
5. Transfers.
5. Manufacturers and Wholesalers may also transfer polished, inscribed diamonds (i.e. transfer ownership of a diamond via the transfer of that diamond’s digital diamond record) to Retailers using the Tracr Platform and Retailers may accept the same, using the Tracr Platform. For the avoidance of doubt there is currently no ability to register on Tracr the transfer of a rough stone after the initial registration following purchase from an Authorised Producer. If a Manufacturer or Wholesaler sells a rough stone, Tracr cannot be used to demonstrate provenance of that stones following that sale.
6. Sales.
6. If a Manufacturer or Wholesaler sells diamond(s) where the transfer cannot be recorded on the Tracr Platform within 30 days of the sale being finalised (for example, because the sale is of a rough stone, or the sale is to a Non-Participant who is not intending to join Tracr), the Manufacturer or Wholesaler must inform Tracr that they no longer own the diamond, either by written notice to Tracr or by registering this on the Tracr Platform, as may be notified to you by Tracr from time to time.
7. Provision of API link to Approved Laboratories.
7. The Approved Laboratory will be provided with an API link by us (on instruction from you) to confirm that the data received by you correlates with the data of the physical diamond you have sent by the Approved Laboratory in order for such diamond to achieve “Certified” status.
8. Approved Laboratory’s use of data.
8. Tracr is not responsible for an Approved Laboratory’s use or potential misuse of any data provided by you through the API. You acknowledge and agree that Tracr solely facilitates such sharing of data between Approved Laboratories and Manufacturers/Wholesalers via the API.
Annex 3: Retailer additional terms
If you are a Retailer using the Services, the following additional terms also apply to your use of the Tracr Platform:
1. Eligibility.
You warrant and represent that you:
1.1. hold and maintain a valid membership with the Responsible Jewellery Council (RJC Membership); and
1.2. have been pre-approved by Tracr and have signed up to be bound by these terms and conditions (including that you have successfully completed the relevant anti money laundering and KYC checks).
2. Referencing Tracr.
2. Provided you are a Participant, you may reference your association with Tracr as part of your selling process in accordance with the terms and conditions of this Agreement – including but not limited the Brand Guidelines.
3. Sales.
3. If you sell a Tracr registered diamond to any Participant or return the diamond to a Manufacturer, you shall either i) record the transfer of ownership (via the transfer of that diamond’s digital diamond record); or ii) inform Tracr that you no longer own the diamond, either by written notice to Tracr or by registering this on the Tracr Platform, as may be notified to you by Tracr from time to time. If you sell a Tracr registered diamond to a Non-Participant, then you must inform Tracr that you no longer own the diamond, either by written notice to Tracr or by registering this on the Tracr Platform, as may be notified to you by Tracr from time to time.
