Vendor Terms and Conditions

1. Parties and Definitions

These Vendor Terms and Conditions ("Terms") constitute a legally binding agreement between HeiDoc V.O.F., registered in the Netherlands, trading as GRA – Gemological Research Association ("GRA", "we", "us"), and the entity or individual who registers for and uses the GRA Vendor Portal ("Vendor", "you").

The following definitions apply throughout these Terms:

• "Vendor Portal" means the web application accessible at portal.gracert.eu through which Vendors manage their account, issue Certificates, and access GRA services.
• "Certificate" means a GRA gemological grading record issued by a Vendor through the Vendor Portal and assigned a unique GRA Report Number.
• "GRA Report Number" / "GRA ID" means the unique alphanumeric identifier assigned by GRA to each Certificate.
• "Credit" means a prepaid unit purchased by the Vendor that is consumed upon issuance of a Certificate. Credits are denominated by stone weight category (S, M, L, XL).
• "Subscription" means the recurring service plan selected by the Vendor that determines the features and credit bonus available to the Vendor account.
• "Stone Data" means all gemological information submitted by the Vendor in connection with a Certificate, including but not limited to weight, cut, colour, clarity, and measurements.
• "Verification Service" means the public certificate lookup service operated by GRA at check.gracert.eu.
• "Police Report" means a record created by the Vendor in the Vendor Portal to flag a stone as stolen or lost, linked to a Certificate.

2. Scope and Acceptance

These Terms govern all use of the Vendor Portal and any services provided by GRA to the Vendor. By completing the registration process, clicking "I agree", or otherwise accessing or using the Vendor Portal, the Vendor unconditionally accepts these Terms in their entirety.

These Terms supersede any prior oral or written representations, agreements, or understandings between the parties relating to the subject matter hereof. The Vendor's own general terms and conditions, if any, do not apply and are expressly excluded, even if communicated at a later date.

GRA reserves the right to update these Terms in accordance with Section 16. The Vendor is responsible for reviewing the Terms periodically. Continued use of the Vendor Portal after the effective date of any revision constitutes acceptance of the revised Terms.

3. Vendor Eligibility and Registration

Access to the Vendor Portal is restricted to professional entities and individuals operating in the gemological trade (including jewellers, gemological laboratories, dealers, and appraisers). The Vendor must be at least 18 years of age and, where acting on behalf of a legal entity, must have the authority to bind that entity to these Terms.

During registration, the Vendor must provide accurate, complete, and current information. The Vendor is obliged to notify GRA promptly in writing of any material changes to the registration information (including company name, address, or contact details).

GRA reserves the right to refuse or revoke registration at its sole discretion, without obligation to provide reasons, in particular where GRA has reasonable grounds to believe that the Vendor has violated or may violate these Terms or applicable law.

The Vendor is solely responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. The Vendor must notify GRA immediately at admin@gracert.eu upon becoming aware of any unauthorised use of its account.

4. Services and Subscription Plans

GRA offers the following subscription tiers, each providing access to the Vendor Portal with the features described on the GRA pricing page as amended from time to time:

• Basic – entry-level access with core certificate issuance functionality.
• Standard – includes all Basic features plus additional services as specified.
• Premium – includes all Standard features plus premium services as specified.
• Premium Plus / Reseller – includes all Premium features plus white-label and reseller capabilities as specified.

The specific features available at each tier are described in the Vendor Portal and on the GRA website. GRA may modify the features included in each tier upon 30 days' prior written notice to the Vendor.

Subscription fees are billed in advance on a recurring basis as agreed at registration. Subscription fees are non-refundable except as expressly required by applicable mandatory law.

5. Credit System and Payment

5.1 Credit Purchases

Certificate issuance requires the consumption of Credits. Credits are purchased in advance through the Vendor Portal or as otherwise agreed with GRA. Credits are denominated by stone weight category: S (small), M (medium), L (large), and XL (extra-large), as defined in the current GRA credit schedule published in the Vendor Portal.

5.2 Credit Bonus

Upon purchase of a credit package, GRA may award a bonus credit allocation at its discretion. The applicable bonus percentage is determined by the Vendor's active subscription tier and is published in the Vendor Portal. Bonus credits are subject to the same terms as purchased credits.

5.3 No Expiry

Credits do not expire. Unused Credits remain available on the Vendor's account indefinitely, regardless of subscription status, unless the account is terminated for cause pursuant to Section 13.2.

5.4 No Refunds

All Credit purchases are final and non-refundable. GRA does not provide refunds or credits for unused Credits under any circumstances, including upon voluntary cancellation of the subscription or termination of the account. The Vendor acknowledges and agrees to this no-refund policy prior to completing any Credit purchase.

5.5 Billing Errors

The Vendor is responsible for monitoring its Credit balance and reviewing all transactions in the Vendor Portal. Any claim of a billing error must be submitted in writing to admin@gracert.eu within 30 days of the transaction date. Claims submitted after this period will not be considered. GRA will investigate all timely claims in good faith and, where an error is confirmed, will restore the affected Credits to the Vendor's account.

5.6 Taxes

All prices are exclusive of applicable taxes, including VAT. The Vendor is solely responsible for any taxes, duties, or levies arising from its use of GRA services.

6. Vendor Obligations and Data Quality

6.1 Accuracy of Stone Data

The Vendor warrants and represents that all Stone Data submitted through the Vendor Portal is accurate, complete, and truthful to the best of the Vendor's professional knowledge and ability at the time of submission. The Vendor acknowledges that GRA does not independently verify the physical characteristics of any stone and that the gemological assessment is solely the responsibility of the Vendor.

6.2 Lawful Use

The Vendor shall use the Vendor Portal and GRA services solely for lawful purposes and in compliance with all applicable laws and regulations. The Vendor must not:

• submit Stone Data that the Vendor knows or has reason to believe is false, misleading, or fraudulent;
• issue Certificates for stones that are known to be stolen, subject to legal proceedings, or otherwise encumbered without full disclosure;
• use the Vendor Portal to facilitate money laundering, fraud, or any other criminal activity;
• attempt to circumvent, disable, or interfere with any security feature of the Vendor Portal;
• share account credentials with third parties or allow unauthorised access to the Vendor Portal;
• use automated tools to access the Vendor Portal in a manner that exceeds normal usage or imposes unreasonable load on GRA's infrastructure.

6.3 Compliance with Applicable Law

The Vendor is solely responsible for ensuring that its use of GRA services complies with all applicable laws in its jurisdiction, including but not limited to consumer protection law, anti-money laundering regulations, and trade regulations applicable to the gemological trade.

7. Certificates: Issuance, Validity, and Revocation

7.1 Issuance

Upon successful submission of Stone Data and consumption of the applicable Credit, GRA will issue a Certificate and assign a unique GRA Report Number. The Certificate will be made publicly verifiable through the Verification Service.

7.2 Validity

Certificates do not expire. A Certificate remains valid and publicly verifiable unless revoked in accordance with Section 7.3.

7.3 Revocation

GRA may revoke a Certificate (rendering it invalid and removing it from the Verification Service) in the following circumstances:

• Vendor request: The Vendor may request revocation of its own Certificate at any time through the Vendor Portal. Revocation is permanent; the associated Credit will not be refunded.
• Fraud or misrepresentation: GRA may revoke a Certificate where there is credible evidence that the Stone Data was fraudulent or materially incorrect.
• Stolen stone: GRA may revoke a Certificate upon a confirmed Police Report and at the request of the Vendor or a competent authority.
• Legal obligation: GRA may revoke a Certificate where required to do so by a court order or competent authority.

As a general rule, GRA will not revoke a Certificate more than 60 days after issuance except in cases of fraud, a confirmed stolen stone, or a legal obligation. Revocation requests submitted after 60 days for other reasons (e.g., data entry errors) will be assessed on a case-by-case basis at GRA's sole discretion.

8. Police Reports and Stolen Stones

Vendors with an eligible subscription tier may file a Police Report through the Vendor Portal to flag a stone associated with a Certificate as stolen or lost. By filing a Police Report, the Vendor:

• warrants that the information provided in the Police Report is accurate and truthful to the best of the Vendor's knowledge;
• acknowledges that the Police Report will be associated with the Certificate and may be visible to other Vendors querying the Verification Service;
• consents to GRA disclosing Certificate data and Police Report information to law enforcement authorities, courts, or other competent public authorities upon their request, without further notice to the Vendor;
• may request revocation of the associated Certificate through the Police Report workflow.

GRA accepts no liability for the consequences of filing a Police Report, including any claims by third parties arising from the flagging of a stone as stolen. The Vendor shall indemnify GRA against any such claims in accordance with Section 12.

9. Intellectual Property

All intellectual property rights in the Vendor Portal, the GRA platform, the GRA name, logo, trademark, Certificate format, GRA Report Number system, and all related content are and remain the exclusive property of HeiDoc V.O.F. The GRA trademark is registered with the EUIPO under registration number 019159269.

These Terms do not grant the Vendor any licence, right, title, or interest in any GRA intellectual property. In particular, the Vendor must not:

• use the GRA name, logo, or trademark in any commercial or promotional context without GRA's prior written consent;
• reproduce, copy, or distribute the Certificate format or any GRA-branded materials without prior written consent;
• represent that it has any ownership interest in GRA intellectual property;
• apply for registration of any trademark, design, or other intellectual property right that is identical or confusingly similar to any GRA intellectual property.

The Vendor retains ownership of the Stone Data it submits. By submitting Stone Data, the Vendor grants GRA a non-exclusive, worldwide, royalty-free licence to store, process, display, and make publicly available the Stone Data as part of the Certificate and the Verification Service.

10. Disclaimer of Warranties

To the maximum extent permitted by applicable law, GRA expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation:

• any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement;
• any warranty that the Vendor Portal will be available without interruption, error-free, or free from viruses or other harmful components;
• any warranty as to the accuracy, completeness, or currency of any data, information, or content available through the Vendor Portal;
• any warranty that defects in the Vendor Portal will be corrected.

GRA does not independently verify Stone Data submitted by Vendors. GRA's role is limited to issuing and maintaining the Certificate record. GRA makes no representation as to the accuracy of the gemological assessment contained in any Certificate.

No oral or written information or advice given by GRA or its representatives shall create any warranty not expressly stated in these Terms.

11. Limitation of Liability

To the maximum extent permitted by applicable law, GRA shall not be liable to the Vendor or any third party for any:

• indirect, incidental, special, consequential, exemplary, or punitive damages;
• loss of profit, revenue, business, goodwill, data, or anticipated savings;
• damages arising from interruption or unavailability of the Vendor Portal;
• damages arising from unauthorised access to or alteration of the Vendor's data;
• damages arising from any reliance placed on the content of any Certificate by any third party;

even if GRA has been advised of the possibility of such damages and regardless of the legal theory (contract, tort, strict liability, or otherwise) on which such claim is based.

To the extent that GRA's liability cannot be fully excluded under applicable mandatory law, GRA's total aggregate liability to the Vendor arising out of or in connection with these Terms shall in no event exceed the total amount of Credits and subscription fees actually paid by the Vendor to GRA in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits GRA's liability for death or personal injury caused by GRA's gross negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable mandatory law.

12. Indemnification

The Vendor shall defend, indemnify, and hold harmless GRA, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• the Vendor's use of the Vendor Portal or GRA services;
• any Stone Data submitted by the Vendor, including any claim that such data is inaccurate, fraudulent, or infringes the rights of a third party;
• the Vendor's breach of these Terms or any applicable law;
• any Police Report filed by the Vendor, including any claim by a third party arising from the flagging of a stone as stolen;
• any claim by the Vendor's customers or end users arising from a Certificate issued by the Vendor.

13. Suspension and Termination

13.1 Termination by Vendor

The Vendor may cancel its subscription at any time through the Vendor Portal or by written notice to GRA. Cancellation takes effect at the end of the current billing period. Upon cancellation, the Vendor's access to the Vendor Portal will be suspended. Unused Credits and prepaid subscription fees are non-refundable.

13.2 Suspension or Termination by GRA

GRA may suspend or terminate the Vendor's account with immediate effect, without prior notice and without liability, in any of the following circumstances:

• the Vendor breaches any provision of these Terms;
• GRA has reasonable grounds to suspect fraud, misrepresentation, or abuse of the Vendor Portal;
• the Vendor fails to pay any amounts due to GRA;
• GRA is required to do so by applicable law or a competent authority;
• GRA reasonably determines that continued provision of services poses a legal, reputational, or security risk.

Upon termination for cause, any unused Credits will be forfeited without compensation.

13.3 Effect of Termination

Upon termination of the Vendor's account for any reason: (i) the Vendor's access to the Vendor Portal will cease; (ii) Certificates previously issued by the Vendor will remain publicly verifiable through the Verification Service unless separately revoked; (iii) provisions of these Terms that by their nature should survive termination (including Sections 6, 7, 9, 10, 11, 12, and 17) shall continue in full force and effect.

14. Force Majeure

GRA shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond GRA's reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, government action, epidemics or pandemics, fire, flood, earthquake, power failures, telecommunications failures, internet disruptions, or failures of third-party service providers.

GRA will use reasonable efforts to minimise the impact of any force majeure event and to resume normal operations as soon as practicable.

15. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This obligation does not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by applicable law or a competent authority.

16. Changes to These Terms

GRA reserves the right to modify these Terms at any time. Where changes are material, GRA will provide at least 30 days' prior written notice by e-mail to the address registered on the Vendor's account before the changes take effect. Continued use of the Vendor Portal after the effective date of any revision constitutes acceptance of the revised Terms. If the Vendor does not accept the revised Terms, the Vendor may terminate its account in accordance with Section 13.1 before the effective date.

17. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict-of-law provisions.

The parties irrevocably submit to the exclusive jurisdiction of the competent courts of Maastricht, the Netherlands to settle any dispute or claim arising out of or in connection with these Terms.

18. Miscellaneous

Entire Agreement. These Terms, together with any order forms, subscription agreements, or addenda agreed in writing between the parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

No Waiver. GRA's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment. The Vendor may not assign or transfer any rights or obligations under these Terms without GRA's prior written consent. GRA may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Language. These Terms are drafted in English. In the event of any inconsistency between an English version and any translation, the English version shall prevail.

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