USER GENERAL TERMS AND CONDITIONS

Last updated 05.04.2024

We are Esgrid Technologies OÜ (the “we”, “us”, or “our”), a company registered in Estonia at Marati 5, Tallinn 11712.

We provide an ESG data management platform for businesses (the “Platform”) available at https://esgrid.com (the “Site”), as well as other related products and services that refer or link to these legal terms (the “Terms”) (collectively, the “Service(s)”).

These terms and conditions (the “Terms”) constitute a legally binding agreement made between you (“you”) and us (individually “Party”, together the “Parties”), concerning your access to and use of the Services. 

Supplemental terms and conditions as well as other documents that are made available on the Platform about or in relation to the Services from time to time are hereby expressly incorporated herein and supplement these Terms. These include but are not limited to:

1. any amendments or supplements to these Terms

2. our privacy notice, which sets out the terms on which we process any personal data we collect;

3. documents concerning the methodology used to carry out our assessments;

4. other documents that specify the content, terms and provision of the Services.

In the case of any discrepancy between these Terms and the supplemental documents, the provisions of the supplemental documents shall prevail. 

You agree that by accessing the Services, you have read, understood, and agreed to be bound by these Terms as well as any supplemental terms and conditions referred to above. If you do not agree to this, then you are expressly prohibited from using the Services and you must discontinue use immediately. The discontinuance of the use of the Services shall not release you from the obligations arising from the Terms or any supplemental documents specifically accepted by you prior to such discontinuation.

Any reference in these Terms to Terms also includes the supplemental documents unless the context requires otherwise. 

It is your responsibility to periodically review these Terms as well as any information made available on the Platform about or in relation to the Services to stay informed of updates.

TABLE OF CONTENTS

1 OUR SERVICES

2 USER REGISTRATION

3 USER REPRESENTATIONS

4 INTELLECTUAL PROPERTY RIGHTS

5 CONFIDENTIALITY

6 SERVICE FEE

7 PROHIBITED ACTIVITIES

8 SERVICES MANAGEMENT

9 CHANGES AND INTERRUPTIONS TO SERVICES

10 PERSONAL DATA PROCESSING

11 TERM AND TERMINATION

12 AMENDMENTS

13 DISCLAIMER

14 LIMITATIONS OF LIABILITY AND INDEMNIFICATION

15 USER DATA

16 NOTICES

17 GOVERNING LAW AND DISPUTES

18 MISCELLANEOUS

19 CONTACT US

1. OUR SERVICES

   1. We provide Services, including the Platform that streamline the ESG data collection process, while significantly increasing data quality. The Platform enables you to, among other things, take part in ESG assessments through surveys and thereby provide necessary data to relevant stakeholders.

   2. The Services are intended for use by legal persons only.

2. USER REGISTRATION

   1. To use the Services, you are required to register a user account. You agree to keep your password confidential and will be responsible for all use of your account and password, including any misuse of your user account.

3. USER REPRESENTATIONS

   1. By using the Services, you represent and warrant that:

      1. all registration information you submit will be true, accurate, current, and complete; 

      2. you will maintain the accuracy of such information and promptly update such registration information as necessary; 

      3. the person accepting the Terms has the authority to enter into legally binding agreements on behalf of you for using the Platform and all Terms accepted by such person are legally binding on you;

      4. you and the persons having access to the Platform shall use the Services and access the Platform in accordance with the Terms, and in compliance with all laws and regulations and only for the purposes for which the Services are provided to you.

4. INTELLECTUAL PROPERTY RIGHTS

   1. Your use of our Services

      1. Subject to your compliance with these Terms, we grant you for the duration of your use of the Services a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services for the purposes stated in these Terms and our Site.

      2. Except as set out in our Terms, no part of the Services or any content on the Platform or generated by the Platform may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our prior permission provided in a form reproducible in writing.

      3. We reserve all rights not expressly granted to you in and to the Services or any content on the Services.

   2. Deliverables

      1. Copyright and other intellectual property rights in any documents generated by the Platform as a result of and/or in the course of your use of our Services (the “Deliverables”) belong to us. However, you may use such Deliverables for the purposes of fulfilling any ESG related requirements you may be subject to.

   3. Your submissions

      1. The Platform enables you to participate in surveys and questionnaires for ESG assessments which you are invited to participate in by a company carrying out the assessment on our Platform (the "Assessing Company”).  

      2. The Assessing Company to whom you have granted authorization (participation in an ESG assessments is deemed to constitute authorization as well) can access all your Value Chain Entity’s Submissions on the Platform that have been started, are in progress and/or are completed.

      3. By sending, uploading or in any other way making available any information and documents for the ESG assessments on the Platform (the “Value Chain Entity’s Submission(s)”), you grant the Assessing Company an irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide licence to: use, copy, reproduce, distribute, publish, retitle, store, reformat, translate, excerpt (in whole or in part), and exploit your Value Chain Entity’s Submission for their value chain ESG assessments, as well as for complying with the ESG reporting obligations applicable to the Assessing Company pursuant to laws and regulations. 

      4. You also you grant us an irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide licence to: use, copy, reproduce, distribute, publish, retitle, store, reformat, translate, excerpt (in whole or in part), and exploit your Value Chain Entity’s Submissions to provide you and the Assessing Company all the services on the Platform as well as to further develop our services and the Platform.

      5. For the sake of clarity, we and the Assessing Company can continue using your Value Chain Entity’s Submissions on the basis of the abovementioned licences for the above-mentioned purposes also after you have stopped using our Services for any reason as long as the confidentiality of the confidential information included in the Value Chain Entity’s Submissions is ensured in accordance with Section 5. 

   4. Your contributions

      1. You can use the Platform to, among other things, respond to surveys in which you have been invited to take part in and chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials on or through the Services (the ”Contributions”).

      2. By posting, sending, uploading or in any other way making available at the Platform any Contributions, you grant us an irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide licence to: use, copy, reproduce, distribute, sell, resell, publish, retitle, store, reformat, translate, excerpt (in whole or in part), and exploit your Contributions for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicence the licences granted in this section. Our use and distribution may occur in any medium, formats and through any channels.

      3. This licence includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.

   5. You are responsible for what you send, post or upload: By uploading, sending or posting any Contributions and Value Chain Entity’s Submissions through any part of the Services, you:

      1. will not post, send, publish, upload, or transmit through the Services any Contribution or Value Chain Entity’s Submission that is illegal, false, inaccurate, deceitful, misleading, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, or threatening;

      2. warrant that any such Contribution are original to you or that you have the necessary rights and licences to submit such Contributions and Value Chain Entity’s Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Contributions and Value Chain Entity’s Submissions; and

      3. warrant and represent that your Contributions do not constitute confidential information. 

      4. are solely responsible and liable for your Contributions and Value Chain Entity’s Submissions, and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of this section or applicable law We do not check or verify the accuracy or correctness of documents and/or information submitted by you as Contributions and Value Chain Entity’s Submissions.

   6. Any breach by you of Sections 3 and 4 will constitute a material breach of our Terms.

5. CONFIDENTIALITY

   1. During the validity of these Terms and perpetually after the expiration of these Terms, you are obliged to keep the information received from us confidential. We and the Assessing Company in accordance with the General Terms and Conditions applicable to it, shall keep the information received as part of the Value Chain Entity’s Submissions confidential (except for the information that is publicly available). "Confidential Information" is also any our information regarding the Service’s technical information (including information about intellectual property objects, IT systems, source code and software and information related to the above). 

   2. You will ensure that you:

      1. use our Confidential Information only to fulfil your rights and obligations arising from the Terms. The use of Confidential Information for purposes other than those described above is carried out only on the basis of our permission provided in a form reproducible in writing;

      2. keep our Confidential Information confidential and do not disclose it to third parties or the public without our permission provided in a form reproducible in writing;

      3. take all reasonable measures to prevent disclosure of our Confidential Information to third parties or the public as a result of your actions or inaction.

   3. We will ensure that we:

      1. use your Confidential Information only in accordance with these Terms. The use of Confidential Information for purposes other than those described above is carried out only on the basis of your permission provided in a form reproducible in writing;

      2. will do our best to keep your Confidential Information confidential and to disclose it only to Assessing Companies whose assessments you have agreed to participate in or to whom you have granted authorization to;

      3. take all reasonable measures to prevent disclosure of your Confidential Information to third parties or the public as a result of your actions or inaction.

   4. For the purposes of these Terms, the following are not third parties or persons to whom the disclosure of Confidential Information is restricted: a) your, our and Assessing Company’s employees and other persons participating in the performance of any services on the Platform, provided that the Confidential Information is disclosed to these persons only to the extent that the persons need the information, and it is ensured that these persons keep Confidential Information confidential; and b) auditors, legal advisers and banks who are subject to similar confidentiality obligations.

   5. Each Party shall immediately inform the other Party in the event that the Confidential Information of the other Party is or may be disclosed to a person who does not have the right to receive such information.

6. SERVICE FEE

   1. We offer a variety of Services on our Platform, some of which are provided to you free of charge. You can find the descriptions of our free Services on our Site. Please note that while we endeavour to maintain the availability of these free Services, we reserve the right to modify or discontinue them at our discretion.

   2. In addition to our free Services, we may offer a selection of Services and features that require payment. The pricing for these paid Services is clearly outlined on our Site, and you will be informed of any associated charges before you use a paid Service. By using a paid Service, you agree to pay the specified fees associated with that Service, as outlined on our Site. The actual Service fee and payment methods available at the specific time may vary and you will be informed of the applicable Service fee and specific payment methods available at our Site before purchasing any paid Services.

7. PROHIBITED ACTIVITIES

   1. You may not access or use the Services for any purpose other than that for which we make the Services available.

   2. As a user of the Services, you agree not to:

      1. trick, defraud, or mislead us and other users, especially in any attempt to learn Confidential Information;

      2. circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content on the Platform or enforce limitations on the use of the Services and/or the content contained therein;

      3. disparage, tarnish, or otherwise harm, us and/or the Services;

      4. use the Services in a manner inconsistent with any applicable laws or regulations;

      5. upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, that interferes with any party’s uninterrupted use of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services;

      6. attempt to impersonate another user or person;

      7. interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services;

      8. attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services;

      9. copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;

      10. delete the copyright or other proprietary rights notice from any Deliverables;

      11. except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services and Platform;

      12. except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services and/or retrieves/gathers data or content from the Services, or use or launch any unauthorised script or other software;

      13. use the Services as part of any effort to compete with us or otherwise use the Services and/or any content of the Platform for any revenue-generating endeavour or commercial enterprise;

      14. sell or otherwise transfer your profile without notifying us first and without our express consent to such transfer;

      15. use the Services to advertise or offer to sell goods and services.

   3. Any breach by you of this Section 7 will constitute a material breach of our Terms.

8. SERVICES MANAGEMENT

   1. We reserve the right, but not the obligation, to: 

      1. monitor the Services for violations of these Terms; 

      2. take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities;  

      3. in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) part of or all of the Services if you breach any of the terms herein;

      4. remove or edit any Contributions or Value Chain Entity’s Submissions at any time without notice if in our reasonable opinion we consider such Contributions or Value Chain Entity’s Submissions harmful or in breach of these Terms. If we remove or edit any such Contributions or Value Chain Entity’s Submissions, we may also suspend or disable your account and report you to the authorities; 

      5. in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and 

      6. otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

9. CHANGES AND INTERRUPTIONS TO SERVICES

   1. We cannot guarantee the Services are available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. 

   2. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith. 

   3. If the change, modification or termination of the Services negatively impacts you, we will strive to reasonably notify you before its implementation. If you do not wish to continue using the Services after such change, modification or termination of the Services, you may terminate your use in accordance with Subsection 11.1.2 of these Terms.

10. PERSONAL DATA PROCESSING

    1. In the course of providing our Services, we may process your personal data as a controller or processor, depending on the activities carried out. 

       1. We process your personal data as a controller if we determine the purposes and means of processing this data, e.g., if we conclude the Terms with you. For more information on how we process your personal data as a controller, please see our privacy notice. 

       2. We process your personal data as a processor on behalf of our clients when including, but not limited to, we distribute the surveys on behalf of the clients for the purpose of enabling you to fill out the surveys. As we act as a processor, the processing of such data is governed by the data processing agreement concluded with our client, a controller. The controller is responsible for such data processing operations and is obliged to provide you information about such data processing.

11. TERM AND TERMINATION

    1. These Terms will remain in full force and effect until termination. 

       1. We have the right to terminate the Terms with respect to you without prior notice and to limit your access to the Services and Platform if you violate these Terms or any applicable law.

       2. You may terminate the Terms at any time, after which your rights to use the Services and Platform will immediately terminate.

       3. The expiration or termination of these Terms will not discharge either Party of any rights and obligations that are intended to survive including, but not limited to, Subsections 4.2, 4.3 and 4.4 Section 5.

12. AMENDMENTS

    1. We have the right to unilaterally amend these Terms including, but not limited to, in the following situations:

       1. if required by applicable law;

       2. if it is required by amendments in applicable law or court practices, a decision by a state institution, an injunction or a court judgment entered into force;

       3. if it is caused by technical or substantial developments in certain Services, including, but not limited to, abandoning the use of certain technical solutions or Services or changing or upgrading them or technical innovation; creating additional or better opportunities for you to use Services; or the need to specify circumstances related to the provision and use of Services; or changing of circumstances related to the business environment or input costs concerning the provision of the Services, or

       4. other conditions occur.

    2. We will alert you about any amendments to the Terms by updating the 'Last updated' date of these Terms, and you waive any right to receive specific notice of each such change. 

    3. We strive to give you reasonable advance notice of amendments to the Terms which negatively impact you.

    4. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are made available at the Site.

    5. If you do not wish to continue using the Services after any amendment(s) are implemented, you may terminate your use of the Services in accordance with Subsection 11.1.2 of these Terms.

    6. There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

13. DISCLAIMER

    1. You acknowledge that we are not a law, accounting, auditing or similar firm and do not provide legal, financial, tax, commercial or other advice as part of the Services. Accordingly, no Deliverables should be construed to be legal, financial, tax, commercial or other advice nor compatible with other requirements that may be applicable to you, and you should always consult with the appropriate professional regarding any legal, tax, financial, commercial or other requirements you may be subject to.

    2. The output produced by us as part of the Service is not intended for public disclosure or for distribution by subscription or other means within the purposes of Proposal for a Regulation of the European Parliament and of the Council on the transparency and integrity of environmental, social and governance (ESG) rating activities. We do not issue or present, and have not applied for, any license or permit to issue or present ESG ratings, scores and/or opinions for public use or for distribution. We provide our outputs pursuant to an individual order and provided exclusively to the person who placed the order.

    3. We may use third parties to offer you the Services, third-party content or services may be made available to you on or with the Services. Any third-party opinions, advice, statements, services, offers, or other information made available on or incorporated into our Services are those of the respective author(s) or publisher(s), and not ours. We are not responsible or liable for and make no representations as to any aspect of such third-party content or services. You irrevocably waive any claim against us with respect to such third-party content or services.

    4. THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (2), ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (5) ANY ERRORS, OMISSIONS OR COMPLIANCE WITH LEGAL ACTS APPLICABLE TO YOU IN ANY CONTENT, MATERIALS OR DOCUMENTS THAT YOU MAY RECEIVE AS A RESULT OF USING OUR SERVICES (6) THIRD-PARTY INPUT, ADVICE, STATEMENTS, SERVICES, OFFERS, OR OTHER INFORMATION MADE AVAILABLE TO YOU IN RELATION TO OR INCORPORATED INTO OUR SERVICES (7) THE ASSESSING COMPANY’S OR ANY OTHER THIRD PARTY’S BREACH OF THE CLIENT GENERAL TERMS AND CONDITIONS OR ANY OTHER APPLICABLE TERMS RELATED TO THE USE OF THE PLATFORM AND THE SERVICES.

14. LIMITATIONS OF LIABILITY AND INDEMNIFICATION

    1. WITHOUT PREJUDICE TO THE DISCLAIMERS CONTAINED IN CLAUSE 13 ABOVE, YOU AGREE THAT WE ACCEPT NO LIABILITY FOR ANY NON-PATRIMONIAL DAMAGE, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA OR ANY INDIRECT OR INCIDENTAL DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, WE ACCEPT NO LIABILITY FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM OUR NON-WILFUL OR NEGLIGENT BREACH OF THESE TERMS.

    2. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions or Value Chain Entity’s Submissions; (2) use of the Services; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

15. USER DATA

    1. We will maintain certain data that you transmit to the Platform for the purpose of providing the Services to you, managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

16. NOTICES

    1. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide to us and consent to us using; or (ii) posting on the Platform. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current and check for incoming messages regularly.

    2. To give us notice under these Terms of Use, you must contact us by email at […].

17. GOVERNING LAW AND DISPUTES

    1. These Terms are governed by the laws of the Republic of Estonia.

    2. Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, which the Parties fail to solve through amicable negotiations, will be settled in Harju County Court (Harju Maakohus) located in Tallinn, Estonia, as the court of first instance.

18. MISCELLANEOUS

    1. These Terms and any policies or operating rules posted by us on the Services or in respect to the Services at Platform as referred to on the first page of these Terms constitute the entire agreement and understanding between you and us. 

    2. No delay or failure on our part in performing an obligation or in exercising a right under these Terms will mean exemption of such obligation or waiver of such right, nor will separate or partial exercise of any right exclude further exercise of such right or any other right, unless the provisions or the context of these Terms requires otherwise. 

    3. We may assign any or all of our rights and obligations arising from these Terms to a third party at any time.

    4. Invalidity or nullity of a single provision of these Terms will not cause invalidity or nullity of the entire Terms or of other provisions of these Terms, unless as a result of the invalidity or nullity of any provision of these Terms the Parties lose their interest in the Terms or unless the deletion of such provision would result in such a material change so as to cause the transactions contemplated herein to be manifestly unreasonable. Should the Parties detect an invalid provision, they will make their best efforts to amend such provision in order that it complies with the applicable law to the extent that it remains closest to the original intention of the Parties.

19. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Esgrid Technologies OÜ

Marati 5

Tallinn 11712

Estonia

info@esgrid.com

These Terms were initially created using Termly's Terms and Conditions Generator.

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