Value Chain Entity Terms and Conditions

Last updated 01.05.2025

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”) are applicable between you (“you”) and us (individually “Party”, together the “Parties”) and govern your access to and use of the Services and the Platform. 

These Terms form an integral part of any agreement concluded between the Parties where the application of these Terms has been agreed on (the “Agreement”).

Supplemental terms and conditions in 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. documents concerning the methodology used to carry out our assessments; and

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

In the case of any discrepancy between these Terms and the provisions of the supplemental documents, the supplemental provisions shall prevail. Any reference in these Terms to Terms also includes the supplemental documents unless the context requires otherwise.

By agreeing to the Terms you confirm that you have read, understood, and agreed to be bound by the 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.

For the purposes of these Terms, we use the following terms:

• Assessing Company – legal entity that uses the Platform and the Services for the purpose of collecting and evaluating ESG data in its value chain, inviting its customers, suppliers and other value chain entities to fill in surveys and participate in the assessments on the Platform

• Value Chain Entity – legal entity invited by the Assessing Company to fill in the questionnaire on the Platform and participate in relevant ESG assessments (you)

• Value Chain Entity’s Submission – any information and documents provided by the Value Chain Entity (you) for ESG assessments that have been sent, uploaded or otherwise submitted through the Platform

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 which you are invited to participate in by the Assessing Company, 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. INTELLECTUAL PROPERTY RIGHTS and use of Value Chain Entity’s Submissions

   1. Your use of our Services

      1. Subject to your compliance with these Terms, we grant you for the validity of the Agreement the right to access and use the Services and the Platform 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.

   2. Deliverables

      1. Copyright and other intellectual property rights in any documents or results generated using the Platform or produced by us as part of the 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. By sending, uploading or in any other way making available any information and documents for the ESG assessments on the Platform, you grant the Assessing Company an non-exclusive, transferable, royalty-free, fully-paid, worldwide licence to use your Value Chain Entity’s Submission to the extent described in clauses 3.3.1.1.–3.3.1.3.

         1. The Assessing Company has the right to use your Value Chain Entity’s Submission to the extent necessary for the Assessing Company to use our Services, carry out ESG assessments and comply with ESG reporting obligations.

         2. The Assessing Company can access all your Value Chain Entity’s Submissions that have been made available on the Platform. Assessing Companies that have not invited you to participate in their ESG assessment will not be able to access them.

         3. The Assessing Company does not have the right to share, distribute or disclose Value Chain Entity’s Submissions to third parties or the public, except as required by law or to the extent necessary to protect the rights of the Assessing Company or to submit claims.

      2. You also you grant us an irrevocable, non-exclusive, transferable, royalty-free, fully-paid, worldwide licence to use your Value Chain Entity’s Submissions to the extent described in clauses 3.3.2.1.–3.3.2.3. 

         1. Provision of Services. We use your Value Chain Entity’s Submissions to provide you and the Assessing Company all the Services on the Platform. These Services include providing you with overviews and feedback which is based on your compliance with your ESG obligations, and to make recommendations to you.

         2. Market research purposes. We use your Value Chain Entity’s Submissions for market research. Such purposes include, but are not limited to, drawing conclusions regarding the Value Chain Entities of a particular Assessing Company and using the input received to promote our Services, improve our marketing and follow market trends.

         3. Product development. We use your Value Chain Entity’s Submissions to further develop our Services and the Platform and draw conclusions regarding the quality of our Services.

         4. We store your Value Chain Entity’s Submissions provided by you to transfer your previous answers to the subsequent Assessing Companies, who also have invited you to participate in their ESG assessment survey. This way we can reuse your previously submitted Value Chain Entity’s Submissions and simplify the process of collecting such submissions. We do so only on the basis of your consent given in a format that can be reproduced in writing. We do not transfer your Value Chain Entity’s Submissions automatically to new Assessing Companies.

         5. When we use Value Chain Entity’s Submissions for marketing purposes, we will not disclose your confidential information. We do not publish or distribute your Value Chain Entity’s Submissions or extracts thereof.

         6. We use your Value Chain Entity’s Submissions for marketing and product development purposes in an anonymised and aggregated manner. If it is not possible to use the Value Chain Entity’s Submissions for marketing or product development purposes in an anonymised or aggregated manner, we will do so only on the basis of your consent in a format reproducible in writing.

      3. We may transfer your Value Chain Entity’s Submissions to credit institutions if the credit institution is Assessing Company or if we or the Assessing Company have a legal obligation to share your data with a credit institution. In this case, your Value Chain Entity’s Submission is sent to the credit institution only on the basis of your consent given in a format that can be reproduced in writing, unless the information is required by law.

      4. 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 or after the termination of the Agreement 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 4. This is necessary so that we can continue to provide Services to the Assessing Company and the latter is able to properly carry out its ESG assessments.

   4. You are responsible for what you send, post or upload: By uploading, sending or posting any 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 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 you have the necessary rights and licences to submit such Value Chain Entity’s Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Value Chain Entity’s Submissions;

      3. warrant and represent that your Value Chain Entity’s Submissions do not constitute confidential information which you do not have the right to submit. If the information you provide constitutes as confidential information, you hereby expressly authorize us to use such confidential information to provide our Services. If it becomes apparent when sharing data by you that you do not have the right to submit the information which we or the Assessing Company have requested, you have the right to refuse to provide the requested information on a justified basis. This does not apply if the disclosure of requested information is required by applicable laws; and

      4. are solely responsible and liable for your 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, except in so far as this is excluded by applicable laws. We do not check or verify the accuracy or correctness of documents and/or information submitted by you as Value Chain Entity’s Submissions.

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

4. CONFIDENTIALITY

   1. Except as otherwise required by law or for the purposes of carrying out the intent of the Agreement, during the validity of the Agreement and perpetually after the termination of the Agreement, the Parties are obliged to keep the information received from each Party confidential (except for the information that is publicly available), unless otherwise required by law.

   2. "Confidential Information" is any information regarding the Parties’ economic activities, Service’s technical information (including information about intellectual property objects, IT systems, source code and software and information related to the above) or other information declared confidential by the Party.

   3. 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). 

   4. 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.

   5. For the purposes of these Terms, the following are not third parties or persons to whom the disclosure of Confidential Information is restricted: a) Assessing Companies who have the right to your Confidential Information; b) 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 c) auditors, legal advisers and banks who are subject to similar confidentiality obligations.

   6. The use of your Value Chain Entity’s Submissions for marketing and product development purposes described in Section 3 is not considered as a breach of our confidentiality obligations.

   7. 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.

5. 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.

6. PROHIBITED ACTIVITIES

   1. You may not access or use the Services or Platform 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;

      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 will constitute a material breach of our Terms and the Agreement.

7. 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 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 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.

8. TERM AND TERMINATION

   1. The Agreement  will remain in full force and effect until termination. 

      1. We have the right to terminate the Agreement unilaterally at any time by giving you at least 30 days’ prior written notice.

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

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

      4. The expiration or termination of the Agreement will not discharge either Party of any rights and obligations that are intended to survive including, but not limited to, Sections 3 and 4.

      5. Terminating the Agreement by either Party under the terms and conditions set forth in this chapter shall not limit our and the Assessing Company's right to use the Value Chain Entity’s Submission(s) which is provided prior to the termination of these Terms in the manner and for the purposes set forth in Section 3, unless further use of the Value Chain Entity’s Submission(s) is prohibited by applicable law or another special agreement between the Parties.

9. 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 or court practices, a decision by a state institution, an injunction or a court judgment entered into force; or

      2. 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.

   2. You can see when the latest amendments were made to these Terms in the beginning of these Terms at 'Last updated' date. We will notify you of the amendments made to these Terms by giving you a reasonable advance notice.

   3. 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 8.1.3 of these Terms.

   4. There may be information on the Services that contain 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.

10. 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 Regulation (EU) 2024/3005 of the European Parliament and of the Council of 27 November 2024 on the transparency and integrity of Environmental, Social and Governance (ESG) rating activities, and amending Regulations (EU) 2019/2088 and (EU) 2023/2859. 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.

    5. 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.

    6. 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.

    7. 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 8.1.3 of these Terms.

11. LIMITATIONS OF LIABILITY AND INDEMNIFICATION

    1. Without prejudice to the disclaimers contained in clause 10 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. Our liability shall be limited to direct patrimonial damage. Furthermore, we are liable only for damage or loss that may result from our gross negligence or intentional breach of these Terms, as permitted by law. Nothing in these Terms shall limit our liability to the extent which cannot be limited under applicable law.

    2. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our agents, partners, and employees, from and against any loss, damage, liability or claim, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your 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.

12. NOTICES

    1. We will use your contact information which you have provided upon registration primarily to communicate with you in connection with the provision of the Services. We do not use your electronic contact details for direct marketing.

    2. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide to us; 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.

    3. To give us a notice under these Terms, you must contact us by email at info@esgrid.com.

13. GOVERNING LAW AND DISPUTES

    1. The Agreement is governed by the laws of the Republic of Estonia.

    2. Any dispute, controversy or claim arising out of or in connection with the Agreement, 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.

14. MISCELLANEOUS

    1. 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. 

    2. We may assign any or all of our rights and obligations arising from the Agreement to a third party at any time.

    3. 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. 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.

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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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